Fairest Of All
by Madagascar Queen
Summary: Prince Once-ler runs away from his castle home after finding out his stepfather, Charming, wants to kill him out of sheer jealousy. Will he and his new friends, the equestria girls, stop the evil king's murderous ways? Based on the story 'Snow White and the Seven Dwarfs' by The Brothers Grimm
1. Birth of a Prince and a New King

_**Another fairy tale mood! This time: Snow White by The Brothers' Grimm. Enjoy!**_

* * *

Once upon a time, a long time ago, there lived a kingdom of Thneedovilla that lived in tranquility. It was ruled by a king Thred and queen Helen, both noble and kind, who lived in the castle in the middle of the kingdom. One day, there was a threat of war from another kingdom and the king left his castle home to defeat the enemy, for his kingdom and his queen, who was with child that they longed wished for.

* * *

One winter day, Helen, in her purple dress and halfway in her pregnancy, was sewing an embroidery in her rocking chair next to the window with the frames made of ebony. She decided to open the window to gaze at the soft snow while she continued sewing. Suddenly her sapphire necklace fell off her neck and into the snow on the windowsill. She was about to pick it up when she looked at it with wonder. "The sapphire is gorgeous with the white," she said to herself. "Imagine if our child has eyes blue as sapphire, skin white as snow, and hair black the ebony window frame. He or she would be a spitting image of his dad." She touched the frame and then gazed at the trees of the kingdom. "Or have eyes and hair as brown as the wood of the trees, then he or she would be a spitting image of their mom." She sighed. "Either way," she finished rubbing her nearly plump stomach, "As long as our child is healthy and happy, I don't care what our child's looks would be."

* * *

Months went by and Thred has returned from the war with bandaged wounds he hoped would heal. However, one of his wounds got infected and no medicine could reduce it. It was no doubt that their bed would be his deathbed, and especially, worst of all, on the night of their child's birth. He hoped and prayed he would live long enough to see his child. Inside their bedroom, he felt helpless as he heard his wife's cries of agony through the labor in the royal bath, but then, what seemed like an eternity, the cries of a newborn baby washed away his fears, but not fully as he hoped his wife was still alive. As Helen, with the baby in her arms, slowly got out of the bath chamber, that relief and joy overwhelmed him.

At first, Helen was afraid that Thred's state would scare the baby, but he insisted. With the last of his strength, he held the child in his arms, as the pillows were elevated, and to both of their surprise, the baby showed no fright, but warm gurbles.

"We have our first child, Thred," she said softly as she sat next to his on their bed. "A beautiful son."

Tears of joy ran down his cheeks. "Look at him, Helen," he said. "Eyes blue as sapphires, skin white as snow, and hair black as ebony."

"A spitting image of his father," said Helen stroking the babe's hair. "What should we name him?" Then he had a thought.

"What is it?"

"A name for our son." Then he looked at his son. "Let's name our son Once-ler, for miracles like this happens every 'once' in a life time."

The couple kissed as they stared at each other for the last time. Then he faced his son one final time. "How handsome you are, my little Once-ler."

Then his eyes slowly closed and his arm under him slowly slipped to his side. He drew his final breath. He died at that moment with the baby still in his arm. The queen embraced him for the last times, with tears streaming down her eyes as she wept. Thneedovilla lost a king and gained a prince at the same night.

* * *

A year went by and Helen found a second husband. It was for the sake of the kingdom and for her son. A grand wedding was held in the Thneedovilla church for queen Helen and the new king, the former Prince Charming from Far Far Away and son of the Fairy Godmother, who is now King Charming. Both of them sported in fine white in the flashing lights of the paparazzi cameras. The fan girls from Far Far Away bawled their eyes out for their favorite former prince was no longer a bachelor. The subject of the queen wished them a wonderful marriage, but some think Charming comes across as - how should we call it - haughty.

* * *

The night after the wedding, while everyone was asleep, King Charming crept out of the bed and tiptoed out of the bedroom and into the closet. With his mom's magic wand, he carved a large square in the middle of the floor, and when he slammed the wand in the dirt, the dirt sank and appeared a secret staircase. He walked down stairs and into a secret basement. His wand was his own suitcase and each zap appeared a cauldron, a table of potions and elixirs, a top shelf with books of dark magic and spells, tall candles which he lit with a clap, and on the wall he zapped his prized possession: A magic mirror that would tell the truth no matter what one asks. He took a few minutes to preen in that mirror to admire his blue eyes, his blond, soft, bouncy hair, and strong face and slightly built figures with pride.

"Wakey-wakey, mirror," he sang. His reflection swirled into white smoke and appeared a face similar to a theater mask, but it was pink. She opened her eyes. "Hello, Prince-oh, I mean, King Charming," she smiled sultrily. "Congratulations on your wedding."

"Yes, indeed, mirror," Charming replied haughtily. "This bachelor has official tied a knot, and with a queen no doubt."

She giggles. "You certainly know how to win a girl with your charms."

Oh, yes. Could it be my soft, blonde, bouncy hair, or my dazzling blue eyes? Or my built muscles?" He chuckled to himself smugly. "Oh, before I forget." He cleared his throat for what he came for. "Mirror, mirror, on the wall, who in the land is fairest of all?"

"You, my king, with your charm so grand," replied the mirror. "Are, indeed, the fairest in the land."

He took delight in those word because the mirror was truthful. "That's what I like to hear." Then he got sentimental gazing at the wand. "Oh, if only mother was at the wedding."

"Yes," the mirror sighed. "She tried to dispose the queen of Far Far Away with her wand to claim the throne, but he blocked her to protect her and his chest armor bounced the magic at her, destroying her out of existence. She'd be proud of you marrying a queen."

"Thank you, mirror."

"Much obliged." She bowed her head and disappeared. He went back upstairs quietly and zapped at the hole back to its original form as if it was never damaged. He slowly slipped back into bed and went to. He truly believed he'll always be the fairest in the land, but unbeknown to him, he would have competition.


	2. The New Fairest and Bitter Jealousy

Twenty-one years went by. It was early fall at sunset and the sound of the breeze was broken by the sound of clanging in the training room. Two sword fighters, one taller than the other, battled were battling with each other. Each one was able to outmatch the other with one fencing move after another. Eventually, the shorter knight used the sword to knock it out of the taller one's hands and landed in the wall.

"Well played," said the tall one. He removed his helmet. The man was prince Once-ler. He's grown into a handsome young man with eyes blue as sapphires, skin white as snow, and short banged hair black as ebony. Excluding the short beard stubble and light mustache stubble, he was the spitting image of his deceased father.

The other knight removed the helmet, but it wasn't a man. It was a young woman. Her name was Norma. Behind her glasses, she had brown eyes that matched her curly hair. She was also princess of Greenovan. "Looks like I beat you this time."

"Best two out of three next time," said the prince.

"Once-ler!" The both turned and faced Charming. "Yes, dad?" Once-ler asked.

"You two take off the armor at once. Your mother needs you."

"Yes, dad."

"And your carriage is waiting, princess."

"Yes, your majesty," replied Norma with a courtesy.

The king scoffed. "A princess in armor. Honestly." And he left.

"What does your mom see in him?" she asked. With her armor off, she wore a bright yellow dress.

"He knows how to win her with his charm," he answered. "What charm, I'll never know." With his armor off, he wore black leotards and a green-striped jopula. He opened the window and picked two apples from one of the apple trees growing around a castle. "Care for one?" he asked handing one to her. "No thanks," declined the princess. He was eating one care-free as they walked through the grand halls, throne room, and out of the palace gates where his parents and both horse-drawn carriages waiting for the couple and the princess.

They both greeted the queen at once.

"Hi, mom."

"Hi, your majesty."

"I'll be out in two weeks," said Helen. "I need to negotiate with the King and Queen of the Southern Isles. If not, we could face a war."

"Is one of the sons instigating it?" Once-ler asked.

"He did try to kill a queen from another kingdom," Norma added.

"I don't know," the queen said. "But the point is we need to compromise some things to prevent a war." She faced Charming. "Charming will be in charge while I'm gone."

Once-ler and Helen hugged each other. "Good luck, mom. And stay safe."

"Goodbye, Once-ler." She then hugged Charming. "Goodbye, Charming."

"We'll be counting the day until your return, my queen," Charming said, stroking her chin. Then Helen noticed something and smirked. "Do you have glitter on your lips?"

"Cherry flavored," he puckered. "How about a taste?" She giggled as they kissed.

"Take care, your majesty," bowed Helen.

"Thank you, princess Helen."

With a blush, Once-ler held Norma's hand and kissed it. "Stay safe, Norma."

"With our practicing in the training room," she said with a sly smile. "You wouldn't have to worry about it. And same to you, Once-ler. Thank you."

The queen got into her red carriage and Helen in her blue carriage and their coachmen steered their horses off the white path out of the gate. The king and prince waved their goodbye to the ladies as they disappeared.

When they were gone, the king's smile quickly dropped as the men walked back inside into the throne room where a few servants were waiting for them. "Now remember what your queen said," warned Charming. "I'm in charge of the castle while she's gone, and what I say goes as your king." Then stared daggers at Once-ler. "And as your father. Am I clear?"

"Yes, dad."

"Yes, your majesty."

They knew now they were under his iron-fist control. "I shall be having my beauty rest, so no one is to disturb me." He then smiled at Once-ler. "After you, son."

Once-ler was confused at the sudden attitude change, but he knew better than to point it out. "Uh, thanks, dad." Then Charming left. However, when he was out of sight of the servants and the prince, he hid at the side of the wall to listen to what the servants were saying.

He could hear a woman swoon lightly. "Oh, prince Once-ler sure has grown."

"I'll say," a man laughed. "He's a beanpole, he is."

"Must be his big taste for apples," said another.

"With his sapphire eyes, snow-white skin, and ebony hair, Charming may have competition," another man said.

"And he and Norma make such a lovely couple," said another woman. "They've known each other since Worcestershire."

Charming's heart turned green with envy as he sneered at the gossiping. With a silent huff, he marched back into the royal bedroom.

* * *

That night, when everyone was asleep, he treated himself to a home kit spa at calm his nerves by the fireplace: feet in warm water, bath robe, and champagne. He finally moved his mirror on the wall with Helen gone. "Mirror, mirror, on the wall, who in the land is fairest of all?"

The pink face appeared before him; however, she would have a different answer. "Charming, you are fair and handsome, 'tis true, but Once-ler's a thousand times fairer than you."

Charming was nodding at the mirror's remark. "Of course, he's fairer than me." He drank his champagne, but then he noticed the mirror's different answer. Eyes shooting open, he did a spit take, and coughed from almost choking on it. "What?!" He shouted, seeing red. He got out of the chair and, with wet feet, marched towards the mirror. "What did you say?" he asked menacingly, grabbing the mirror's frame.

"I said, 'Charming, you are fair and handsome, 'tis true." Then the image of Once-ler playing a lute in his bedroom. "But Once-ler's a thousand times fairer than you,'" she repeated as her face appeared again. "Do your ears need cleaning, as well?"

"My own scrawny stepson," he whispered then turning into shouting. "Fairer than me?! Don't lie to me!"

"Each time we magic mirrors lie," she informed. "We'd crack in shame. I'm still in one piece, so it's the truth I proclaim," she finished smugly.

He made a frustrated growl. "So those rumors were true. That scrawny imp was secretly trying to steal my spotlight."

"Alright," informed the mirror. "A: no one knows about this, including Once-ler, and B: you wanted the truth, so you got it."

He was about to protest but stopped at midpoint. "Yes," he said. "You are designed to tell the truth, so resolve this is to make sure the truth is changed." Then he made a sick smile and leaned at the mirror face to face. "He won't be the fairest of all...if...he's...dead."

"You might want to be careful on that," warned the mirror. "Remember our deal."

He took a deep breath. "You're right. I did sell my soul to you to be the fairest in the land."

"You have four chances to kill your competitor," she said. "It wouldn't count if you got someone else to do it. If your opponent survives the three murder attempts, and you should have a duel between you too. However, don't shed his blood in any other attempts. Only in combat battle. You lose your soul if you shed his blood the first three times. You'll also fail if he defeats you."

"Right," he remembered. "I've had a few close calls to my other competitors, but I'll make sure to always be the fairest. Each of their deaths keeps my youthful face."

"So as usual," said the mirror.

Charming cut in. "I need a professional to take care of the job. And hunting season tomorrow will be the perfect timing so no one will know."

The mirror nodded. "That's the idea." Then she vanished.

He retrieved a paper and wrote a small note with a feather pen, rolled it up, opened a window and tied it up to a robin's leg. "Tweet this message to the best hunter in the world." Then the bird flew away.

He closed the window and faced at their previous family portrait, but mostly at the prince. "Fairer than me," he murmured with envy. "Ha! That's soon to change."


	3. Evil Plot and a Life Spared

It was dawn. Charming was ready to set his new evil plan. First, he had a private discussion with a huntress in the bedroom.

"Princess Merida," informed the king. "Though I don't approve of a princess doing such things, but I heard you're the finest archerer in your kingdom."

"Aye, your majesty," bowed the Scottish, flaming-haired princess, equipped with a bag of arrows and a bow.

"My men and my stepson Once-ler will be hunting in a few hours," said Charming. "But first, there's one thing you should know: I was always regarded as the fairest in the land before I became king of Thneedovilla. Therefore, I cannot bear or tolerate anyone who is more handsome than I."

Though she didn't show, her hair stood up from getting bad vibes from this king. He continued. "While my men are hunting, take Once-ler out of sight of the group. Tell him there's a secret spot with the fines game." He lifted his arm to let a hawk perch on it. "When my hawk circles around you two in the sky thrice, that is when you kill him."

"Your hawk, your majesty?" she asked confusingly.

"No." Without any hesitation he said, "You are to kill Once-ler."

Did she hear that right?! "What?" she asked shocked. "You want him killed out of sheer envy? Why?"

His stare was cold. "My motives are not to be questioned. I am the king and my commands are to be obeyed, or your family will get the news that their daughter will rot in the dungeon." Now her face her face was starting to crack with fear as he was now hovering around her. "You wouldn't want that, do you?" he asked coldly with a dark smile.

She certainly didn't want her family to go through the grief, so she reluctantly shook her head. "No, your majesty."

"That's what I thought." Then he grabbed a golden box from the bed and handed it to her. "And you are not to return until his heart is in this box as proof."

She made a heavy bow. "Consider it done, King Charming." She made her way to the door. "Remember," called Charming, stopping the princess in her tracks. "His heart in that box or your life in the dungeon." She slowly nodded and went out.

* * *

The silence of the forest in the afternoon was broken by trotting horses. Six of the hunters, including the prince and the princess, were split apart by twos, and Merida insisted she hunts with Once-ler alone. Now Merida, on her horse Anges, and Once-ler on his horse Melvin, were alone in one edge of the forest.

"My stepdad said there's a secrete game spot?" asked Once-ler.

Merida wasn't paying attention. Her mind was still haunted by the king's orders. "Merida?" the prince interrupted.

"O-oh, yes," she answered snapping out of it. "Since you're old enough now, he thought it was the right time to share one of his hunting secrets."

"You seem sidetracked," noticed the prince. "Are you alright?"

How she wanted to tell the king's evil orders, but that would mean losing her freedom and her family not able to get their daughter. back She decided to give hints. "Have you noticed the king seems...off?"

This caught his attention. "Well, yes," he answered. "He loves my mom, but he seems very distant to me. I explained it to mom, but Charming somehow manages to brainwash her into thinking I'm not use to him. He's somehow got her wrapped around his finger, and when my mom left, there seem to be something from him like bad vibes."

"Like he's jealous?"

"It seemed more than that. What did I do to set him off?"

_By being more handsome than him_, she wanted to scream to warn him, but she knew she couldn't. "No clue," she lied. She decided to get off the subject so he wouldn't notice and pointed to the sky. "Could there be a hawk in the sky? It should be up when we get further out of the sight of the trees."

He guided his horse to the clearing above the tree until he could see the sky while Merida stayed behind, got off her horse, and got out her bow and one of her arrows with a heavy heart. Suddenly a hawk came by. "Hey, you're right," said the prince.

It circled around once. She prepared her bow. "Is this one of the games he wants?" He asked. "No," she said stoically. The second time it circled, and she pulled the arrow with the bow, trying so hard to fight the urge to back down. "There is a certain game he wants." "Well, what is it?" Once-ler asked. The third time: she aimed as Charming's orders rang in her head. _His heart in that box or your life in the dungeon._

The prince turned and instantly his blood was now running cold as he noticed one thing: she was aiming the arrow at him. "Merida? Wh-what are you doing?" she didn't move as she pulled the arrow. "Come on, now, this isn't funny." When he walked another step, she was still aiming at him! No matter where, she kept her aim. "Merida!" he shouted with command, but it was mostly fear in his voice and in his eyes. He now felt he had no choice but to aim with his bow and arrow at his her, though deep down he never wanted to.

The look of horror and hurt on his face did it! She was now shaking as she released the arrow! Once-ler was preparing for the strike at the sound of the twang as he ducked down! He was about to die by someone he trusted! He was expecting agonizing pain. However, when he opened his eyes, there was no arrow on him. He looked around to find it stuck to a tree. "I can't!" Then he saw the princess on her knees. "I just can't!" she shouted as he pounded the ground with frustration and guilt not daring to look at him and on the verge of tears. "I'm so sorry, Once-ler."

He was taken by surprise by her like this. He knew something was wrong as he dropped his arrow and bow, kneeling to her and lifting her head to his view, though she still refused to look at him. "Merida, what's going on?" he asked with concern.

She sighed, mustered up her courage, and finally faced him to come clean. "There is no secret game. He told me to take you to this spot and when his hawk-"

"His hawk?" he said interrupting. He never mentioned to him that he owned a hawk.

"Yes, the one we just saw. And when his hawk circles around us three times, I was-" She couldn't bear to finish as the tears ran down. "I was-"

Once-ler didn't like whatever was going. "What?"

"I was to kill you!" she finally shouted out loud. "I was ordered by Charming to kill you!" She took the box out of her bag. "And to bring him your heart in this box as proof!"

The whole world froze around him at those words! "What?" Once-ler asked in utter shock. "Th-" The news alone was hard for him to speak. "This has to be a joke."

"Do I? Look like? I'm laughing?" she replied holding his arms. "He told me to kill you straight to my face. Your heart or me in the dungeon."

"But why?"

"He talked about you being more handsome than him. He's jealous of you with a _passion_. He'll stop at nothing to see you dead."

If there was a time he was conflicted, this was it. "What am I to do? If I go back, he's sure to kill me, but if I kill him, mom will never believe me without evidence."

Suddenly, a wild boar appeared from the bushes. This gave the princess an idea. "That's it!" cried Merida.

"What is?"

"I'll use that boar's heart. It'll fool Charming into thinking it's your heart. You lay low until your mom comes back, and when he returns, he'll get the surprise of his life when he finds out you're alive."

That would work perfectly to him, but there's one problem. "It's a good idea, but where will I go?"

"Anywhere but your home. So, until then, never come back to the castle for the sake of your life."

"But what about you?" he said growing concern for her. "What if he finds that you tricked him?"

"As long as a heart's in the box, he'll think it's yours. So never mind me. Just go."

He was truly grateful that she spared his life. "Thank you so much, Merida." he said as he hugged her. "I'll never forget what you did for me, and I'll never forget you."

She returned the hug. "I'll never forget you, either. Now go, and please stay safe."

They let go of each other. He got on his horse and rode off deep into the forest, out of sight of his friend.

She could only stare as his friend vanished into the forest. "Will o' the wisps," she said silently. "Please guide the prince to a safe place."


	4. A Safe Place and the Search

Once-ler slowed Melvin down as he was out of sight of the hunting group and the castle. He had never been this deep into the forest before. Outside the forest the setting sun brightened the world, but inside, the trees blocked the sun, blanketing the deep forest in complete darkness. He heard stories of the forest being haunted by evil spirits. So far, he was only startled by owls and crows, but no spirits.

They continued through the woods until the branches below them snagged Melvin's legs. They grabbed them like gnarled claws, causing him whinny in fright! Once-ler almost fell off and steered him faster to the other side of the path. They slowed down on another path thinking they were in the clear. "There aren't any spirits, Melvin." comforted Once-ler. "It's only the night and the wind." Suddenly, the prince was caught by surprise as the branches on the trees grabbed his like claws in the wind. He struggled as he shoved every branch off him.

They decided to speed away from the branches. During their ride, each tree and owl burrow turned into faces. Despite putting on brave faces, both the prince and his horse were terrified of the deformed, angry evil faces.

One large tree had the ugliest face! Noticing it first, the horsed neighed in sheer terror and jumped, causing Once-ler to fall off him with a scream into deep hole blanketed by moss! Melvin ran off without looking back!

Inside the whole, Once-ler was holding on to a vine that was in the middle of the hole. Below him was a dark black stream. It was no use trying to climb the slippery moss. "Melvin!" he cried out holding on to his dear life. No sign of him. "Melvin!"

The vine snapped and he splashed into the stream. He got up for air, so luckily it was only waist deep. "Melvin!" he shouted up from the hole one more time, but still response. His shout woke up bats in a cave next to him! He screams as he ducked tried to swat the bats away from him! When cleared, he got out of the stream and ran as fast as he could in case they come back! However, a hissing sound made him stop and hasp! In a true was a green snake! It slithered around his head, but he ducked in time and backed away slowing from its distance and continued to run until he couldn't no more. He stopped and sat next to a tree. He was scared, lost, and alone, but he knew he'd would rather take his chance in the woods then back at his home with his stepfather who wants him dead. He now had to figure out how to get out of the forest without going back to the castle.

Suddenly, he heard soft whimpering from the other side of the tree. Thinking it could be a deceitful monster, he quietly crawled to the other side and took a peek. Instead of a monster, he found a small bear cub. It was the strangest bear cub he'd ever seen. He was shivering cold and curled himself in fear. Not wanting to scare him, he knocked on the tree to get his attention, but he was still spooked, and slowly appeared, crawling before him.

"Hey there, little guy," he said gently. As he got closer, the cub scattered away and hid in the bush. "It's alright," he assured from outside the bush. "I won't hurt you." Eventually, the cub slowly crawled out with big eyes. "That's it," said the prince. Finally, with trust, the little bear stood on his legs.

"Are you lost?" Once-ler asked. He nodded with sadness. "I take it you're not from here." He nodded again. "Don't worry, buddy," he said. "I'm not from here, either, and I'm lost, too." Then he decided to walk around again. "Wherever your home is, I'll take you there," he said. Then he sighed. "I can't go back to my home."

Halfway through their walk, there was a fog and it got thicker the further they're in it. "Hope we can get out of this fog," said Once-ler as the fog messed with their visions. "Can barely see anything."

Then, they saw a blue glowing moving spot on the ground. Bending over to get a better view, it looked like a blue flame with a torso, arms and a head. It was even making strange whispering sounds. "Could that be-" Then, more of them appeared and made a glowing trail. "It's those will o' the wisps Merida told me about," he said in wonderment. The cub tried to catch it, but it vanished before him. The wisps light their way through the fog. Each one vanished in front of them as they walked down the path, which was curvy going up and down.

Then, out of the blue, there appeared a glowing rainbow wall that looked like a waterfall between two trees. The cub squeaked in delight and was running to it. "Wait!" Once-ler cried, trying to catch up. "You don't know where that leads too!" The bear cub wasn't listening. It went through and disappeared like a ghost, which surprised the prince. He ran until he went to the wall. At first, he was hesitant, thinking it was a trap set by the innocent creature, but he did promise to take him home. With shaking hands, he touched the rainbow. In an instant, a bright light flashed before his eyes, blinding him for a few seconds.

When his vision cleared, he'd expect some sort of grisly place with demons. Instead, the place was heavenly! He found himself in the middle of a new forest! Even in the now setting sun, it looked safe and golden with clear streams! The dark forest behind him was now nowhere to be found. However, he suddenly realized, neither was the cub. "Where are you, little guy?" called Once-ler. Passing the trees, he found the biggest and thickest one ever, which was the size of a house! In fact, as he got closer, it _was_ a house! A house was made inside the largest tree in the forest! There was the cub standing at the door!

"Amazing!" The prince was in wonder. "I've never seen a house like this. Have you?" The critter only shook his head. Once touched the door. "It reminds me of that story," he said. "About a little girl in a red hood visiting her sick grandma while being stalked by a hungry wolf." The cub's eyes widened in fear. "But don't worry," the prince assured. "A hunter saved both the girl and her grandma from the wolf."

He straightened his clothes and knocked at the door. "Hello?" There was no answer. He knocked again. "Anyone home?" He knocked the third time, but still silence. He waited a while, but nothing happened. "Maybe no one's-" Then a click from the other side of the door. He turned the knob to find it now unlocked and found a will o' the wisp on the other side. He closed the door and on a table was a box of match and the wisp lead him to a fireplace with its blue glow in the dark room. He lit a match and set the fireplace. To his amazement, the fire lit the entire room like a sun.

The interior was wooden, but it had rainbow wallpaper lighting the room with color with clouds on the top edges and on the ceiling was a sun and moon morphed together like the Yin and Yang symbol. On one side of the room, there stood seven shelves. The first with books, the second with armor, the third with music instruments, the fourth with party decorations, the fifth gardening tools, the sixth with sewing kit and gems, and the seventh with veterinary equipment.

The wooden dining table bore seven plates with cutlery on the side. Each plate had a different design. The first one was purple with a darker purple star with white stars around it. The second was blue with a cloud and a rainbow lightning. The third was orange with a sun, which was red on one side and yellow on the other and with the center swirled like the yin and yang. The fourth was pink with three balloons: one yellow and two blue. The fifth was a lighter shade of orange with three red apples. The sixth was white with three blue diamonds. The seventh was yellow with pink butterflies. The seven golden goblets filled with cider had a gem with the same design as the plates.

"This must be a family's home," said the prince. "Or maybe they're all kids. Wonder why they're living on their own?"

There was also an oven and stove on the other side of the room. It wasn't lit but there was a pie inside the oven. It did look appetizing. "No," he hesitated. "I shouldn't." His stomach which growled at the moment said otherwise. He was getting second thoughts. "Well" Once-ler said. "I suppose I could help them around the house if they let me stay once I explain everything."

He took a peel hung at the side of the oven, took the pie out and placed it on the counter. He took a knife and fork from the white plate to cut himself a slice and placed it on the pink plate. He took the goblet with the rainbow lightning gem on it. Before he could sit down in one of the chairs, he noticed stairs at the end of the hall. "Let's check out what's upstairs." He gathered the goblet, plate, and utensils and went upstairs, although he had to lower his head a little as the ceiling was a little low, and the cub hopped each stair to follow him. When he opened the door, he saw another wisp by the side of the floor next to a candle and a box of matches. When he lit the candle, it, too, lit up like the sun.

There was a closet at the end of the door and there were seven beds around the bedroom: Three on each side and one at the end. Their blankets were solid color, but the pillows had the same patterns as the plates on the dining room table. Each bed had a nightstand with the same colors and patterns as beds. He decided to sit on the yellow one with the pink butterflies pillows and placed the candle on the nightstand. Thankfully it was soft enough.

"I really hope they'll understand," said the prince, as he was eating the pie, which happens to be apple. He even shared it with the cub. After they've finished, they've had the cider to wash it down. "It really has been a hectic day for both of us," he yawned as he stretched his arms. "Hopefully, this will be the perfect hideout from my stepfather." He pulled the covers on him and tucked himself to sleep. The cub yawned, too, and blew out the candle. He snuggled next to Once-ler and minutes later he, too, fell asleep.

* * *

Meanwhile, back at the castle at twilight, Charming was in the throne room waiting for Merida to bring him the heart. Finally, the princess came inside and presented herself, pretending to look mournful. "Why, princess Merida," the king gleamed, though it was fake. "Have you found the buck's heart for me?"

She presented him the golden box. It felt like more than a heart to the king as he held it with pride, but quickly turned to suspicion. "Seems heavy for a heart."

"I had to push my emotions aside to show him no mercy," she said, faking her gloom. "I've added his lungs and liver to make sure he was really dead. It really broke my heart, but it was at your command."

The kings smiled without any remorse as he opened the box. There before him were the heart, lungs, and liver, still covered in blood. "Well done, princess. I knew I could count on you."

Suddenly, there was a sound of clashing and frightful whinnying in the palace gates. The king and the princess rushed outside. It was the prince's horse. Two of the guards held on to the reins to calm him down.

"What on earth is going on?' the king demanded.

"The horse came back without the prince!" called out one of the guards tugging on of the reins.

"We think he's missing!" shouted the second guard. "All that's left is his sword!"

"What?!" he shouted, faking his shock. "Search everywhere! Every kingdom, every forest! Turn every stone until he's found! Call the other guards and bring out my stallion! I'll search the ends of the earth to find my son!"

The two scrambled away to get the other guards. With them gone, he turned to the princess. "Remember," whispered the king. "Not a word. I have tricks up my sleeves, you know." He then walked away. Merida left the gates, mounted on Angus, and smiled proudly to herself. _As do I, Charming,_ she thought to herself. _As do I. _And she was on her way for the "search."

* * *

Throughout the night, they've searched every forest and every kingdom as king Charming commanded. In the same dark forest that Once-ler and Melvin were separated, they went through every path. However, the rainbow wall was nowhere in sight. No matter where they've looked, they found no sign of the prince.


	5. The Seven Equestria Girls

As the stars came out, a group of teen girls were wondering through the woods with lit lanterns. However, they weren't ordinary girls. The owners of the house the prince sought refuge in were seven colorful girls. They were called equestrians.

The first wearing a dark purple dress with a magenta star on it and deep blue shoes. She had lavender skin and her hair was long, tied-back, dark violet with a purple and pink streak with bangs. She also wore glasses behind her purple eyes. Her name was Twilight Sparkle.

The second was wearing a light green dress with a pink butterfly on it and pink shoes. She had light yellow skin with long bright pink hair and teal eyes. Her name was Fluttershy.

The third was wearing a short blue dress with a rainbow lightning on it with dark black leotards with rainbow streaks on it and white and blue boots. She had light blue skin with long rainbow hair with bangs and magenta eyes. Her name was Rainbow Dash.

The fourth was wearing a dark lavender dress with three blue diamonds prints on it and white and purple shoes. She had white skin and long indigo hair with an elegant bang and dark blue eyes. Here name was Rarity.

The fifth was wearing a pink dress with three balloons printed on it and white and pink shoes. She had bright pink skin and long, pink, poofy hair with bangs and a blue ribbon in it, and bright blue eyes. Her name was Pinkie Pie.

The sixth was wearing a short, red dress with three apple prints on it and blue leotards and brown boots. She had light orange skin and long golden hair with bangs, with a red ribbon tied at the end of it and green eyes. Her name was Applejack.

The seventh was wearing magenta dress with a red and yellow sun printed on it with black shoes. She had darker orange skin and long red hair with yellow steaks on it and cyan eyes. Her name was Sunset Shimmer.

"Boy, the library's been packed since fall started," said Twilight Sparkle.

"You're telling me," replied Pinkie Pie. "My baking classes were packed!"

"Not to mention setting up the clouds and temperatures for the weather," added Rainbow Dash.

"I know," said Applejack. "My family and I have been busy as bees picking our apples from our orchards."

"And I've been helping the animals getting ready for hibernation," replied Fluttershy.

"I've been helping everyone practice for upcoming holiday concerts," added Sunset Shimmer.

"And I had to change my fashion from summer to autumn," said Rarity. "We've all been quite busy since the seasonal changes."

"Well, then," said Twilight, waving her hand, causing it and the knob on the door to glow. She turned her hand, causing the door to unlock from the inside. "Home sweet home." The walked until they were finally inside the house.

Rarity was the first to notice something different on the table. "Girls!" she exclaimed. "Someone's been on the table!"

Rainbow noticed, too. "Yeah, my goblet's gone!"

"And my plate!" shouted Pinkie.

"And my utensils!" agreed Sunset.

"And some varmint took out the apple pie!" Applejack glared.

"And the fireplace was lit!" exclaimed Twilight, pointing to the still smoking logs.

"Who could've done such a thing?" asked Fluttlershy in nervousness.

"And are they're more than one?" asked Pinkie Pie.

Rainbow Dash took her lantern and raised her sword. "I'll check the bedroom."

"Be careful," warned Twilight.

She tiptoed up the stairs and slowly opened to door. She quietly waved her lantern in the middle of the room. Before she could walk, something moving and snoring loudly in on the beds. Freaking out, she tiptoed faster out of the room and back down the stairs.

"There's someone, or something, in the bedroom!" she exclaimed whispering then pointing to Fluttershy. "And it's sleeping in your bed!" The yellow girl made a nervous squeak.

"Okay," said Twilight. "If it's not anyone we know, we'll arm ourselves, sneak in, and drive it out."

The girls agreed. Each one took a weapon from Rainbow's shelf drawer and Twilight Sparkle, Rarity and Sunset Shimmer each made a horn on their foreheads and made them glow. "Leave the lanterns," said Twilight then she whispered, "And remember: quiet."

They huddled together as they tiptoed up the stairs. "Could it be the little girl with blond curly hair?" Pinkie Pie asked softly as they reached to the top. "She did break into a home that belonged to a family of bears." Sunset slowly creaked the door and they could all hear snoring in the room. "Does that sound like a little girl to you?" Whispered Rainbow irritably. Sunset shushed them.

Then she fully opened the door. With anticipation, they rose their weapons. They witnessed the missing goblet, plate, and utensils on one of the nightstands. As the glow of the horns got closer to Flutter's bed, figured soon turned into a man. Twilight, Sunset, and Rarity lowered the weapons they were holding and stared at wonderment at the man who was sound asleep with a strange bear cub snuggled next to him. They've never seen a human before, let alone one with such beauty. The four remaining girls lowered theirs as well, and they, too, were in awe. They tiptoed out of the room, closing the door behind and went downstairs as the three girls made their horns disappear.

"It's a man," said Twilight in awe. "An actual human in our home."

"And he's absolutely gorgeous!" Rarity gleamed with sparkling eyes. "Is he not? And such lovely attire."

"He is a good-looking man, I won't deny," agreed Applejack. "But we don't even know who he is."

"Or where he came from," agreed Sunset.

"Or why he broke in," said Rainbow.

"He must be a traveler and have gotten lost," replied Fluttershy. "And it'd be a shame to wake him up."

Twilight was skeptical. "How do we even know if he _is_ human? He could be a sorcerer or something."

"So far nothing's been stolen," said Pinkie. "The kitchen appliances are on Fluttershy's nightstand."

The girls all thought about what to do until the purple girls spoke up. "Alright, we'll let him stay, but we'll keep Rainbow's weapons under our bed in case of any funny stuff from him." The girls agreed nodding. "We'll get our pajamas down and change in here just in case." They gathered their lanterns, dimming the lights, and quietly walked into the bedroom. Each one got their pajamas in their nightstand drawers. They walked out and closed the door behind them.

A few minute later, the girls came back in the room and were now in their nightgowns. Twilight Sparkle's gown was deep purple with purple stars all over it. Fluttershy's was bright green with bright, cherry blossom pink butterflies on it. Rainbow Dash's was sly blue with clouds on the top and a rainbow lightning bolt on it. Rarity's was violet with three bright blue diamonds at the bottom side of it. Pinkie Pie's was bright blue with pink and yellow balloons on it. Applejack's was orange with red apples on it. Sunset Shimmer's was magenta with the red and yellow sun on it.

They came in with their casuals folded. They carefully opened the closet and stuck them next to each other. However, as Rainbow was putting her shoes by the side, she accidentally dropped one of them which thunked on the floor. The looked at the man with worry, but he didn't stir once. The girls silently breathed sighs of relief.

"You can share a bed with one of us," whispered Sunset to Fluttershy.

"Thank you," Fluttershy replied silently. She decided to sleep with Twilight knowing she's not a rough sleep, and Twilight didn't mind. Now the girls were sound asleep.

* * *

It was now almost dawn. Once-ler opened his heavy eyelids and slowly rose up from the bed. He yawned and stretched his arms and before he could say "I must've overslept," He finally saw the owners of the home: seven girls with strange pigments. He'd never seen girls, let alone any person, with a very colorful skin and hair. The cub also woke up and yawned, but the prince mouthed shush and the cub was flabbergasted at the girls.

He held the critter and tiptoed off the bed and out the door only to accidentally bumped his head at the door frame. He fought back the urged to moan in pain and looked back at the girls, who weren't stirred and snored away. He silently breathed a sigh of relief and, watching his head he was still rubbing, closed the door and down the stairs and sitting on one of the chairs in thought.

"Seven colorful girls," he said to himself and asked the cub, "Have you ever seen any man with such skin and hair?" He held up one finger. "You have? Is that person human?" He shook no.

He was still thinking to himself. "I'm amazed they didn't wake us up and kick us out." He was a little confused, but he was grateful. Come to think of it, he was also grateful that they were still in one piece. They look innocent but they could've had evil intentions just like his stepfather. How could Once-ler ever thank them? He noticed a cupboard shelf and two of them were stalked. One with eggs, flour, sugar, and three sticks of butter. The other had herbs, spices, flavor extracts and preserved meat that was smoked.

"We could make them breakfast to thank them," he said with a light smile. "What do you say, little guy?" The cub beamed in agreement. "I'd wash up first if I were you," the prince reminded him. The cub jumped into the sink and pumped the water as Once-ler was getting supplies for their breakfast.

* * *

A rooster crowed in the new dawn, which awakened the girls. They yawned and stretched until Applejack took a whiff of something cooking, which was odd because no girl was missing.

"Did one of you made breakfast while we were asleep?" she asked. Each one of them said no, but then Pinkie Pie noticed the man was gone. "It must be the human."

The girls were about to undress but took notice of her comment as they froze and looked at Fluttershy's bed with widened eyes. She was right! "He's up!" they whispered loudly and grabbed the weapons under their beds and hit them behind their backs. Twilight slowly opened the door and the girls huddled together.

The tiptoed downstairs. They viewed the table and were amazed! Each plated had cooked eggs, sausages, and in the middle was a small stack of pancakes. The prince turned from the stove and added another few more stacks of pancakes and was caught by surprise when he saw the girls walking down.

"Oh, good morning, girls," he greeted. "Hope you're all hungry." They stood to their chairs and eyed at the food with suspicion keeping their weapons hidden.

"For the record, there's no poison whatsoever in the food," he informed.

"Who are you?" asked Twilight.

"Where did you come from?" asked Sunset.

"How did you get here?" asked Applejack.

"Were you lost?" asked Fluttershy.

"Are there more of you?" asked Rainbow Dash.

"Are you a nobleman?" asked Rarity.

"Are you a cat burglar?" asked Pinkie Pie.

"One at a time, girls," Once-ler said. "Look, I'm sorry I broke into your house. I'll explain everything. You see, my name's Once-ler, pri-"

"Once-ler?" Rainbow confused and snorted a laugh. "Weird name, isn't it?"

"Don't be rude!" Rarity reprimanded.

"Don't worry," he assured. "I get the same reaction from strangers. I'm the prince of the of Thneedovilla."

"Prince?!" The girls gasped immediately dropping the weapons and curtsying before him, which surprised him because he didn't know they had them and didn't notice them.

"Forgive us, prince Once-ler," said Twilight.

"Yeah, please forgive me for being rude," Rainbow replied shamefully.

"Don't worry about it," he said. "And you can just call me Once-ler.

"A prince in our home," said Fluttershy with wonder and the girls sat in their chairs eating their breakfasts. "And slept in my bed."

"Lucky," Rarity said to her with a hint of jealousy.

'I came to your home," Once-ler continued. "Because I'm laying low from the king, my stepfather."

"Why would do that?" asked Applejack.

"Because he's jealous of me. My looks specifically."

"It may be hard to deal with stepparents," said Rarity. "But that's no excuse to hide from him away from home."

"That's the thing," Once-ler informed. "I haven't found out his jealousy until my friend, a princess named Merida, told me yesterday." He didn't want to continue the rest, but they had the right to know since he broke into their house. So, he took a breath and spilled it. "He's so jealous of me, he ordered her to kill me."

The girls were shock! "Kill you?!" They cried. Rainbow asked, "As in-" Then she made decapitation gesture and sound.

"Yes, and he told her to bring him my heart as proof, but she spared my life at the last minute because she couldn't do it." The girls couldn't believe it. Killing someone out of jealousy?

"What a snake!" said Applejack appalled.

"That rat!" shouted Rainbow Dash.

"How beastly!" cried Rarity. "That jealousy is downright low, even for me."

"He should be ashamed of himself," said Fluttershy in horror.

"Merida and I devised a plan. She would give him a boar's heart, convincing him it's mine, and when my mom, the queen, returns in two weeks, he'll be so surprised, he might accidentally spill the beans."

"But why that plan?" asked Pinkie Pie. "Why not confront him then and there?"

"If I did, he'll do whatever it takes to probably convince my mom into thinking _I'm_ jealous of _him_ and want to kill _him_. He's got her completely wrapped around his finger since she married him years ago. It was when she left that he showed his true colors."

The girls took pity on the prince. "There must be something we can do to help," said Sunset.

"That's thoughtful of you," he said. "But I don't want to drag anyone else into this including you. Besides he thinks I'm dead and doesn't know I'm here. So, I need to stick with the plan. Until then, I can help you girls around the house."

"You'd really do that, even though you're royal?" asked the white girl flabbergasted.

"Just because I'm a prince doesn't mean I have to waited on hand and foot. My mom told me that as soon as I was old enough."

"Oh, I like him," Applejack smirked.

"So, does that mean he stays?" asked Pinkie

One by one, each one of the girls nodded at each other. "He stays," said Twilight.

"Yes! Yes, yes, yes, yes, yes!" She was jumping with joy and wrapped her arm around his shoulders, but he didn't mind. "Now we have another best friend!"

"Thank you all of you," the prince said with gratitude.

"And thank you for the breakfast," said Fluttershy.

"It was the least I can do to thank you for letting me sleep in, and you can thank this little guy for helping with it." He introduced the cub to the girls. "And don't worry. He cleaned up first."

Six of the girls awwwed at the cub, but the yellow girl's eyes beamed at the sight of him. "Is that-" Then she got closer to him. "-An actual bar-ba-loot?"

"Bar-ba-what?" The girls and the prince asked.

"A bar-ba-loot," Fluttershy repeated stroking the little guy, which he was enjoying basking in the strokes. "I can't believe this little cutie actually exist. They come from a forest called the Truffula forest."

"Truffa-what?" asked Pinkie.

"Truffula forest. There was a book about that forest. They said it's a legend, but it must be real!"

"I found him in the middle of the dark forest," said Once-ler. "He got lost like I did."

"Does this pipsqueak have a name?" asked Rainbow. The cub nodded 'uh-hu' repeatedly with a big smile.

"How did you know his name?" asked the yellow girl.

"I didn't."

"So, Pipsqueak's your actual name?" asked Once-ler to the critter. He simply made a nod. "You can understand him?" he asked to the girl.

"Of course," she blushed. "But I'll explain that later."

Then he remembered something. "Oh! I didn't get your names."

Twilight introduced herself. "I'm Twilight Sparkle."

"Rainbow Dash," she boasted

"Pinkie Pie," she beamed.

"Rarity," she said regally.

"Applejack," she said with pride.

"Fluttershy," she said stroking a bang out of her eye.

"Sunset Shimmer," she greeted warmly.

"We come from another world," said the purple girl. "And they're different lands in our world. Our part of the world is called 'Equestria,' so we're called equestrians."

"As in horse riders?"

"No, silly," said the pink one. "We're different creatures called equestrians."

"There are other creatures in our world," said Applejack.

And so, the girls told Once-ler about their world, what other creatures are and what they do. No doubt that he was fascinated by the stories from his friendly new beings. He knew he found a home away from home and he and the seven equestria girls would become best friends.


	6. Being Exposed and the Cursed Belt

Back at the palace of Thneedovilla, after hearing that Once-ler hasn't returned, Charming was 'anxious,' but deep down, he was thrilled he wasn't found. He 'haven't slept that night', but there was a real reason.

"What do you mean you haven't found him?!" He shouted at the guards at the gate.

"There was no trace of him, your majesty," said one guard.

"We've search all over the kingdom," said another.

Well, go beyond the kingdom, but keep it discreet!" He warned. "We don't want the people to panic, especially my beloved queen."

The guards saluted and rode off. Charming got off his horse and stormed into the palace 'furious.' Everyone dared not to look at him in such a mood.

As soon as he got in the bedroom, he giggled and spun around like a ballerina. "Oh, I'm finally rid of him," he sang. "And while everyone was asleep, I savored every bit of my midnight snack of 'deer' heart, lungs, and liver."

Then he turned to the mirror. "And now to hear those wonderful words. Mirror, mirror on the wall." The face appeared once again. "Who in the land is fairest of all?"

"King Charming, you are fair, 'tis true," she said. "But the number one fairest is not you."

His smile immediately dropped. "What?" he asked trying to deny it. Then he began to laugh. "Oh, mirror," he chortled. "You jokester. Love a good laugh." His laugh was not convincing the mirror. "I'm still the fairest in the land, right?"

The mirror only looked at him blankly. That said it all. "You mean, I'm not?"

"No," she said bluntly. "Is there someone else," he asked anxiously.

"Not someone else," she said smugly. "In a far hidden forest where the seven equestria girls dwell, Once-ler's still the fairest, alive and well."

He couldn't believe it! He didn't want to believe it, but he tried to keep his cool. "Don't lie again, mirror," he threatened. "I ate his heart, liver, and lungs last night."

"Again, no cracks," she informed. "So, what I've said is true, and the only thing I see about to crack is you."

"Then who's heart, liver, and lungs did I eat?"

"No 'who,' but 'what,'" she smiled. "The organs you ate came from a wild boar."

"A wil-" He can only stammer in disbelief. "If you don't believe me," said the mirror as she morphed into the image of the prince and the girls chatting together. He was still at first and now he was furious! "That cursed brat tricked me!" He yelled. He banged his fist on the drawer until the golden box that once held the organs fell.

He wrote another note and attached it to the same bluebird. "Tweet this to princess Merida at once!" he shouted, scaring the bird to fly away. He sighed with frustration. "I should've known better than to let a princess do a man's job." He grabbed a small holding mirror inspecting his face. "I hope this stress doesn't ruin my perfect complexion."

* * *

An hour later, he stood at the throne room as Merida entered once again.

"I've just received your message, your majesty," she bowed. "Is there anything you need?"

"Thank goodness, princess," he said 'relieved.' "Just the girl I need in my time of need." He wrapped his arm around her shoulder and let her into the hallway. "It's about Once-ler." At first, she thought he was on to him. "He's gone missing since last night and I thought you might help." They finally got to the bedroom door. "Not wanting to cause any panic outside the palace, I wish to speak to you." He opened the door. "Alone," he whispered in her ear furiously as he suddenly shoved her into the bedroom floor and quickly closed the door behind them.

"Whose organs were in that box you gave me last night?" he threatened. She knew she was busted, but she dared not expose herself. "It was Once-ler's, your majesty."

"Don't play stupid with me, child," he growled standing closed to her face. "Who did they really belong to?"

She knew better than to lie to a king, but she was also taught not to obey a corrupt or evil one. Plus, she'd do whatever it takes to protect her friend, even from his own stepfather. "Forgive me, your majesty," she said firmly, standing her ground. "I think you're mistaken. The heart, lungs, and liver did belonged to your stepson."

He was starting to fume, but quickly calmed himself down and walked to the magic mirror. "There's something I want to show you, your highness." He gestured 'come here' with his finger. She was hesitant, but she obeyed and slowly walked to the mirror. "What do you see, princess?" he asked. Now she was confused. "A mirror, your majesty." she replied. "That's where you're wrong, my dear. Observe."

They now both faced the mirror. "Mirror, mirror on the wall," he commanded through his teeth. A pink mask face appeared once again. Merida gasped with awe. "Show me the fairest one of all," Charming sneered. The face morphed into seven colorful girls and Once-ler washing the dishes together. Then it turned into the pink face again.

Merida was relieved to see her friend still alive, but she knew she was found out. "This must be some mistake," she said. "How do you know it's him?"

He snarled, and in a flash, he pointed the wand he hid in his pocket and a zap of blue light hit the princess! She expected to feel agonizing pain or death! However, she didn't feel any pain. In fact, she couldn't feel anything at all! She couldn't even move! Only her eyes!

"Enough of your games!" he shouted. He began to circle around her like a vulture to a carcass. "My magic mirror is designed to speak the truth, the whole truth, and nothing but the truth." He stopped to her face. She maybe immobile, but she can still hear. He joked, "You thought I would kill you, didn't you, but it would be too easy." He carried her body like a wooden statue and opened the door.

With the coast clear, he opened a secret door in the middle of the floor. He went down, carrying her, closing the door behind them, to stairway with lit torches on the side of the walls. He opened a door and soon they were outside at the back of the castle. He unlocked another door at the side and closed it behind them, and they were soon inside the palace dungeon.

It was dark, damp, and only lit by torches on the walls outside the cells. Even though they were fifty cells, they were only a few criminals since crime was rare in the kingdom. Inside each cell were two shackles hanging on the wall. Charming took Merida's stiff body in one of the cells, arranged her arms, shackled her wrists, locked the cell, and the wand zapped her until glow disappeared. Her body limped as she was able to move again. She tried to charge after her, despite the struggle from the chains.

"I admire your fighting spirit, princess," he smirked coldly. "It would be a shame to find your parents see you broken, a shell of a girl." She growled with rage at the sick royal.

"You have the nerve to deceive me, a king," he said with menace. "Since you've failed to dispose my competition, I'll shall devise a plan to kill my frail, weak stepson, and you won't be able to stop me. In fact, I'll tell all about it when the job is done with every detail." He was right! Her mouth was open, and her eyes were threatening to well up. He was taunting her! "And once he's out of the way," he said with a malicious smile. "I shall once again be the fairest in the land." And he walked away from her cell.

It was too much for her! Now he'll kill Once-ler and there's nothing she could do about it! With hot tears in her eyes, she roared and tried pulled her shackles with rage, but to no avail. "Your pride will be your downfall, Charming!" she yelled, stopping him in his tracks. "Mark my words! Your pride you will be your downfall!"

With a playful point of his wand, green glitter rained on her head, making her shut her eyes tightly and brace for her doom! However, nothing happened to her. She wasn't stiff again. She tried to shout at him again, but there was silence and her eyes bulged in horror! She couldn't speak at all! No matter what she said, her words were mute!

Charming then turned to the other prisoners. "I trust you'll keep this a secret?" They were shocked! Where did he possess such magic?! Before anyone can say anything, he waved the wand harder until the same glitter rained on them! They, too, were silenced! "I knew you would," he taunted and closed the door behind him.

He came through the secret door again, went up the stairways, and, checking if no one's around, went out of the secret door in the floor. He closed it and went to the bedroom, locking the door. He pointed the wand to create the same underground chambers as he did before. He zapped the door behind him in case anyone finds it. Down the stairs, he goes to his cauldron. "If you want someone killed right," he told himself lighting a fire under it. "You have to do it yourself." He then went to his bookshelf to look for the right books. "Let's see. 'Sorcery,' 'Alchemy,' 'Black Magic,' 'Witch Craft,' 'Astrology,' There we go: 'Black Arts.'" He pulled the book out and placed it on the table.

"Now how to kill him without spilling blood myself," he thought as he looked through the index in his 'Black Art.' In the 'A' he was about to pick 'Asphyxiation,' but changed his mind. 'I want his death to be painful and slow in his whole body." When he got to 'S,' he found his scheme. "Ah-ha! 'Suffocation.'"

He turned to the right and found different clothing spells. "'Corset,' 'Tie,' 'Buckle,' 'Sash,' Yes, this one: 'Belt.' He looked through the belt section and found the perfect strategy. "I'll use a cursed belt to squeeze the life out of him," he schemed.

He pulled out a thread from the picture and placed it into the bubbling cauldron. "A belt thread," he gleamed. He picked a jar from a shell and sprinkled what looked like dead skin. "Shed skin of a boa constrictor." He got another jar and added blue dust in it until the water glowed the same color. "Woad to disguise the skin." He pulled out a small sack and poured it into the cauldron. "And rust to make the buckle disappear as soon as the belt's cinched on him."

He took a stick and stirred and stirred the ingredients until blue smoke puffed out. He used the stick to pull out the belt. It was bright blue and new. "Perfect," he smiled. "A lovely new belt for a prince." He grabbed the belt wand made a basket of wears appear with his wand. "I'll be in disguise, as a tailor's apprentice selling fine wears door to door." He placed the belt in the middle of the pile. "I'll convince him to let me in the house and offer him the belt, put it on him, and his breath will be the last."

* * *

Back at the house in the woods, the girls were heading outside in their casual clothes.

"Now remember," said Fluttershy to the prince at the door. "Your stepfather doesn't know your alive, but if he finds out-"

"Don't let anyone strangers in the house," warned Twilight Sparkle.

"He could send someone to finish you off," said Applejack.

"Don't worry," Once-ler assured. "I won't. See you tonight, girls."

The girls said their goodbyes and disappeared into the forest.

* * *

In the middle of the forest, appearing out of nowhere came a young barefooted man appearing to be in his early teens. He had short red hair, green eyes, a five-foot well-built body, and a nearly worn-out white jopula and orange leotards. He was carrying a basket of fine wears.

He wondered through the forest looking for something or someone. Suddenly he heard girls chattering and hid behind a bush. Eventually he looked at the end when they left, but he got a good view of them. When they disappeared, he went on his way into the forest.

* * *

In the house, Once-ler was sitting in one of the chairs, polishing Rainbow Dash's weapons. He finished the masse and began with the arrows until a knock came from the door "Hello!" A voice called outside the house. It sounded a little high like a kid. "Anyone home?" the voiced called again.

He got up and was about to open the door until he remembered the girls warning. _Oh, that's right,_ he thought. _I can't let anyone in._ "Please, is there anyone in there?" He was now sounding like he was begging.

The prince was close to giving in. _I know I can't let anyone in, but I can't leave a kid out._ He sounds desperate. He decided to use a chair to hold the door. _Well, they didn't say I can't look through the window._ He then opened the window and was about to say 'hello,' but saw the kid leaving with head hanging down.

"Hey, wait!" the prince shouted waving his arm. The kid looked up with hope and walked to the window. Once-ler was relieved but decided to lie a bit. "I'm so sorry. I didn't hear you knocking. I was upstairs."

"Oh, don't worry about it," said the boy. "I'm just glad someone's home. I'm an apprentice of a tailor in another kingdom called 'Oselisia.' I was just hired, but I haven't sold one clothing yet."

The prince promised, but he felt sorry for him. He was taught to help anyone in need back in Thneedovilla. "Listen, I can't let anyone in right, but I can help you out and let you in, but only for a little while."

Pipsqueak, who was playing in the tree, suddenly observed the boy with a little suspicion as he was finally let in by the prince. Taking notice of the cub running towards the house, and waiting for the window to close, the boy stuck a wand out of the basket and froze the cub in his tracks! He's not taking any chances.

Once-ler removed the chair and opened the door. "How come you can't let anyone in?" asked the boy walking inside.

"Let's just say," he informed. "Someone wants my blood."

"Like a bounty hunter?" asked the boy.

He was about to spill it, but he could tell anyone that he's alive, and Charming could get word. "Yeah, a bounty hunter," he lied. "Now, let's see what wears you have."

"Well, today," smiled the boy placing the basket on the table. "I have waist and hair wears. You know, laces, buckles, belts, bows, the works."

"Will your tailor accept payment in the future?" asked Once-ler. "I don't have anything to pay you with now, but when I get back home, this nobleman will pay you and your tailor in full."

"Of course, he would!" yelled the boy with joy. "Wait till he hears that a nobleman's my first customer!" The prince felt happy for him. "I'll try the buckles and belts on you, and you tell me which one you like the most."

"That's nice of you," said Once-ler. "But I can place them on myself."

"It's part of my job to place them on you," the child insisted. "Some customers damage them in front of us if they're not satisfied. Some even steal them." He pulled out the blue belt. "Let's try this belt." He suddenly stared at him, observing him. "I just noticed something."

The prince's hairs were starting to stand. "Noticed what?" he asked nervously.

The kid then smiled. "It matches your eyes! It'll be prefect on you!" Once-ler sighed with relief.

He began to wrap it around his slim waist next him. Before he could buckle it, Once said, "I don't think it'll fit me. Won't it be too big because of my figure?"

"Nonsense," said the boy as he slipped the end of the belt through the buckle. "My tailor's wears can fit anybody, including you."

Then he made an evil smile, and before Once could notice, the boy made a one fast and hard tug until the holes were past the buckle! Once was about to yell, but all that came out was a huge gasp! His eyes were popped and there was an awful pain all around his waist! It felt like a snake squeezing him!

"I-," he gasped, his voice now raspy. "I can't breathe!"

"No, not tight enough," said the boy slyly.

Was the kid crazy?! With his remaining strength, he pulled the end of the belt out of the boy's hand. He was about to pull it out of the buckle, but the buckle instantly falls apart and the belt morphed! It never loosened!

He pulled a polished knife and tried to cut it, but it couldn't! Trying to cut it only chipped the knife! His body was now pale from fear and gasping from the lack of air! His vision was fading, his legs were getting weak! He tried to stay up, but the last thing he saw was the boy looking at him with maliciousness! He realized that he'd been tricked! Finally, his eyes rolled back and closed, and he collapsed!

The boy was laughing triumphantly, which quickly got deeper, and his body began to glow and morph into his true form. He wasn't a boy at all! He was king Charming in disguise!

He kneeled next to the prince's body. "I told you it'll be perfect on you," he mocked. "Simply breathtaking." He chuckled at his sick joke.

He walked out the cottage and kneeled at Pip. "Don't worry, little one," smiled smugly. "It's temporary until the sun's down, but your friend's death will last forever." He waved the wand at himself and vanished!


	7. A Life Saved and a Plan Foiled

At night, Pipsqueak unfroze and tumbled on the ground. He couldn't open the door due to it fully closed. He climbed up a tree that reached to the chimney. He was about to jump when he saw light and heard voices. He hid thinking it was someone else, but thankfully it was the girls. He climbed down the branches and slid down and kept waving at the girls, squeaking in alert!

"Pipsqueak?" Fluttershy asked, being the first to noticed.

"What's gotten into that critter?" asked Applejack.

The cub was squeaking frantically. "He said a boy frozen and got into our house," Fluttershy said. "And then a man came out and mentioned something about death?"

"Death?" asked Sunset, alarmed. Then all the girls put two and two together! "Once-ler!" they all shouted!

The all ran in the forest to their house! Twilight busted the door open! The lifted their lanterns to inspect the living room! When they reached the shelf, they gasped in horror! There was their friend, Once-ler, pale and lying on the ground as if he was dead! Sunset Shimmer, Rarity, and Twilight Sparkle made horns and made them glow as the girls gathered around him! Pinkie, Sunset, and Twilight elevated him!

"Once-ler!" Pinkie screamed panicking, patting his cheek, shocked to find it cold! "Once-ler, wake up!"

"Earth to Once-ler!" yelled Rainbow.

The girls searched for anything on him, something that's making him unresponsive, until Rarity spotted the source.

"He wasn't wearing this belt," she said with suspicion. She about to pull the belt off only find it not coming off, cinched on him so tightly. "It's on him so tight and there are no buckles!"

Rainbow noticed the chipped knife! "He must've tried to cut it!" he exclaimed. "Out of the way!" Two of the girls scooted away as she got down, pulled out her sword, and tried to cut the belt, but it too began to chip at each file! She was freaking out! "It won't cut!" The girls were starting to panic! Would they lose their friend?!

Suddenly, Applejack noticed her hands started to glow. This could be something to save him! "Let me try!" she yelled. Rainbow moved out of her way as Applejack get on her knees. She dug her fingers under the belt and tried to pull it apart and it instantly snapped like a single thread! The girls were amazed she was able to break it with her bare hands!

"Wow!" exclaimed Pinkie with wonder. "How'd you do that?"

"I think I've found my power," explained Applejack. "My hands just glowed all of a sudden."

They hoped it would make him wake up and their prayers would be answered. Slowly, his stomach and chest were rising. Small at first but then, they were raising higher. His breath was at first hard to hear but now they could hear him breathe in and out again. His skin was regaining color and warmth again. He turned his head and his eyes were slowly opening again and his vision was clearing up, facing the Rarity, Applejack, and Rainbow Dash. "Girls?" All the girls breathed huge sighs of relief.

"Thank goodness," sighed Rarity.

"Are you alright?" asked Sunset.

"I think so," he said wearily. He tried to sit up more but groaned in pain as his waist was sore. Fluttershy eased him up with care. "What happened?"

"You don't remember?" asked Pinkie.

"All I remember is a boy selling wears," said the prince.

"What in the hay did we tell you about strangers?" said Appleljack, sounding angry.

"But he was only a kid," he explained. "And he sounded desperate."

"Pipsqueak explained everything," said Fluttershy. "Well, mostly. He said a boy came in and frozen him with a wand, then another man came out and vanished with the same wand."

He didn't remember seeing any man! "Pip, do you know what the man looked like?"

Pip nodded. he hopped out of the yellow girl's arms and pretended to walk regally, making an obnoxious pout. Fluttereshy understood. "He said, he had a built body, bright blue leotards, English accent, his chin stuck out, blue eyes soft bouncy hair, and had a bit of a pout."

It didn't take long for Once-ler figure it out who is was. "Charming!"

"He does sound charming," said Rarity. "But what does it have to do-"

"No, no, the man's name _is_ Charming," he interrupted. "My stepdad."

The girls gasped in shock! "He disguised himself!" exclaimed Pinkie.

"And he used some sort of magic!" said Fluttershy.

"Including the belt!" said Twilight, grabbing it.

Suddenly, the belt started to wiggle in her hand! She screamed and dropped it! They were all stepping back in panic as it writhed and wriggled on the floor! The belt got longer and thicker and the blue color was fading! It turned dark beige with large, dark brown, blotchy spots and made a strangled hissing sound! In the middle of it was a snake's head with its tail in its mouth and the ends of him were severed with open wounds! The writhing slowed down and it laid on the floor dead! It was a full-grown boa constrictor!

Fluttershy got up and knelt to it. "Why would anyone use an animal to kill someone, and our friend no doubt?" Then something strange happened. When she picked the middle up, the wounds touched together and healed all by itself as if it was never severed! She squealed and dropped it! It began to shrink and grow thin and the brown shades turned into the bright blue color again! The snake's head and tail disappeared, and it turned back into a belt again, buckle and all!

"That is, without a doubt, your stepfather's work," said Rarity to the prince.

"If I ever see him," seethed Rainbow Dash. "_He'll_ have trouble breathing!"

"At least we have evidence," he said. Then something came to him. "Wait. How did one of you removed the belt? I tried to cut it with Rainbow's knife, but the knife chipped. The belt wouldn't cut. I wouldn't even loosen, and the buckle fell off."

"Well, my hands glowed a few minutes ago," informed Applejack. "So, I pulled it and it broke like it was a single thread."

He couldn't believe it! "You mean you-but how?"

"This is where we explain," said Fluttershy. "When we get older, we each have a magical ability when the time is right. For instance, I can communicate with animals."

"Which is why you understood Pipsqueak," said Once-ler.

"And I have telekinesis," said Twilight Sparkle. She waved her hand and the matchbox floated in the air. A match was pulled out, lit, and set the fireplace, lighting up the room once again.

"And I have diamond shields," boasted Rarity. She stretched her arms and a bright white diamond shape shield appeared before her, then she shrank it into nothing.

Applejack stood right to the shelf. "And that means-" Then she made her hands glow, grabbed one shelf and lifted it off the ground as if it were as light as a feather. "I've gained super strength!" she smiled and gently put it down. "You're very lucky I've got it when we found you," she smiled, but still scorned at him.

Now he felt guilty. "I'm sorry, girls. I didn't know it was him disguise, let alone had a magic wand."

"_We_ didn't know he could have a magic wand," said Pinkie.

"Yeah, so don't beat yourself up," comforted Sunset.

"But what am I going to do now?" thought the prince. "Somehow he found out where I am and found out that I'm alive, and the last thing I want is to be a burden to you all."

"Who said you're a burden?" said Pinkie.

"Yeah, we'll stick with the plan like you said," said Rainbow.

The girls thought and thought until Twilight had an idea. "My dog, spike! He can talk in full English. If someone knocks, he could speak through the door, and that he'll think you're gone. In fact, I'll fetch him right now. It won't take long."

"So, until your mom comes, do not," warned Applejack. "I repeat, _do not_ answer the door for anyone or let anyone in the house or near you. It could be Charming in disguise again."

"Thank you, girl," he said gratefully. "Soup's on me tonight."

"We'll help you out after what you went through," said Sunset.

"But first," informed Rarity. She made a glass dome and plate with her powers and encased the belt in it. "The proof. If you ask me, this would look better as gloves instead of a belt."

They all laughed at that remark. Twilight took her lantern and left the house while the others gathered ingredients in the pantry for tonight's supper.

* * *

At the palace, the king went downstairs into the secret lair. He got to his magic mirror and brushed his hair.

"Hello, mirror!" he sang.

The face appeared again with a very stern look on her face. "Now why the long face?" teased Charming.

"What happened to princess Merida?" she informed. "You showed her to me. Why?"

"She disobeyed me," he boasted. "She didn't tell anyone, and she won't," waving his wand. "Because I sent her to the dungeon."

"And King Fergus and Queen Elinor will come at your door in search of her whereabouts," warned the mirror.

"I tweeted that she'll assist the guards into searching for my dear lost stepson." He imitated a sad look. "And speaking of which, before I have my beauty sleep" he smiled. "Mirror, mirror on the wall, who _now_ in the land is fairest of all?"

"With the help and love of his colorful friends," she said. "His once still heart now beats again, and though you're a beauteous sight, 'tis true, you don't compare with-" She morphed into an image of Once-ler, the seven girls, and a green dog having supper together. "You-know-who," she taunted at the last part.

Charming looked flabbergasted! He was alive?! "What?!" he yelled with rage. "How is this possible?! That belt should've suffocated him! I made sure of it!"

"There's more to these girls than meets the eyes," said the mirror. "Some of them gained have certain powers, and one of them was able to break the belt. And one of them brought a talking dog."

"Those insolent pests!" he fumed. He was now deep breathing. "Relax, Charming," he calmed. "Anger causes wrinkles." He now mellowed out. "Well," he schemed. "Think they've outsmarted me, have they? We'll I'll devise another disguise and think of another way to get rid of him."

"Once-ler will not likely to trust strangers again," she informed. "He has learned his lesson well."

"You mark my words, mirror," he threatened. "As I live and breathe, Once-ler will cease to be the fairest in the land by weeks end. It'll take more than seven equestria girls to stop me."


	8. The Poison Comb and Rescue Cure

In the morning at the palace, the king was making another recipe in the cauldron from a 'Poisons' book in the injection page which included head wears and found one on 'comb.' "A tooth from a comb." He pulled a tooth out of the book and put it in the cauldron. "The dismembered black widow spider." He took a jar and poor the parts in the cauldron. "Beautiful gems," he added. "Woad and madder for color." He poured the content and with a stick, stirred the contents until, this time, a purple smoke puffed out. Using his want, he lifted a comb out of the cauldron. It was purple, glittered with gems on the handle, and the teeth had a shine.

"A lovely, yet deadly, comb," smiled Charming. "For his hair black as ebony." This time the basket is filled with brushed, combs, and ribbons and he hid his wand inside again. "If he'll let a child in, there's no way he would turn down a dreary old woman. One prick of the comb on his scalp, and the poison will course through his veins."

* * *

After the girls left, Once-ler was in the living room finishing sweeping the floors with the help of Pipsqueak Spike holding the dustpan.

"Again, thanks for helping out, Spike," thanked the prince.

"Any friend of Twilight Sparkle," he boasted letting go of the dustpan. "Is a friend of mine."

Then there came a knock on the door. "Hello," called what sounded like a weary elderly woman.

Once-ler knew not to answer the door again, which is kept locked. "It could be my stepdad again," the prince whispered to the dog. "Hello," Spike called from the other side of the door.

"I don't mean to be a bother," said the woman. "But may I trouble you with some water? My throat is quite parched from my journey."

Again, it tugged the prince's heartstrings, but it didn't mean he wasn't skeptical. Even Pip kept shaking his head 'no.' Once knelt to Spike and whispered to him what to say to her. "Try the water from the stream," said the dog. "It's cool and fresh this year."

She shook her fists in frustration but dared not to make a sound of it as she quickly kept her cool. "You're too kind, young man." She made loud footsteps and made them softer, pretending to be away. They thought she was gone by the complete silence, but the footsteps returned. "Ah, thank you," she called back.

"No trouble at all," called the dog. "Hope you have a wonderful journey."

"Actually," said the lady. "I've been trying to sell my fine hair styling products such as combs, ribbons, and brushes. How about I sell you a brand-new shiny comb to show my appreciation. May I come in?"

The prince whispered to Spike again; in case it was a trick. "Please, ma'am," said the dog. "It was no trouble."

"No, no," insisted the woman. "You deserve it for your kindness."

They knew right away something wasn't right judging by her persistence. "Please don't trouble yourself," said Spike. "It's the least I can do to help."

"Do you mind telling me why you're keeping the door closed?" she asked.

"Well" said the dog with caution. "Someone has a deadly grudge against me, and he'll bribe anyone to kill me, anyone at all, and kill anyone associated with me. I don't want to sound unkind, but I can't trust anyone now. That's why the door's remaining closed."

She mouthed _Blasted mutt!_ with a rage. "Very wise," she said sweetly. "I shall be on my way then, for your sake and mine. If anyone asks, I'll say I've never heard of you I've never seen you." She walks away from the door and down the path. "Stay safe, young fellow!" she called out away from the house.

After that, Spike peaked at the window, but he found no sight of her. "Well, she's gone," he said.

Once-ler was relieved but still felt a little guilty. "I do feel bad for not letting her in," he said. "But we don't know if it's Charming again."

"You have every right to be cautious," Spike said. "If he could disguise himself as a boy, who knows what he's capable of. Besides, you have a plan to stick to, and I'll be by your side with it just like the girls."

"Thanks, Spike," he said with content.

Outside the woman left the house but stopped and quietly tiptoed around it until he was where the chimney was. "Alright, my little friend," she said with evil intent, picking out the comb from the basket and placing it on the ground. "You know what to do."

Suddenly the teeth from the comb started to wiggle, got up on its own, and climbed up the chimney like a silent spider. After it went inside, she tiptoed to the door and placed her ear to the door to listen.

Inside, Once-ler was reading one of Twilight's books to Pipsqueak in one of the chairs, but his mind was still on the lady after she left. "She must've really been an old lady since she hasn't tried to come back." he told Spike.

"I know you feel bad and mean well," said Spike. "But she could be sent by your stepdad, or maybe even _be_ him."

The prince knew he was right. He continued his read while Spike relaxed at the door.

What neither did know was that the comb climbed down into the fireplace and now up the walls. It finally reached to the ceiling and stopped right spot right above Once-ler's head. Spike wanted to tell him something until he noticed a comb descending from the ceiling, dangling on a web and dropping fast! It was the comb the lady mentioned about! "Once-ler!" he shouted, but it was too late!

Before he could react, the comb landed with a sharp pierce with its teeth into the prince's scalp! He cried out in pain, which alarmed the cub! It felt like a painful bite! Before he could feel what it was, his arm suddenly went limp from his head! He suddenly felt his whole body beginning to limp as he stumbled out of the chair! He tried to get up, but his strength was weakening along with his vision as he saw three Spikes and Pipsqueaks coming to him!

"Once-ler!" the dog cried out! "Once-ler!"

His eyes closed, and he collapsed once again! Spiked pulled the comb out with his teeth! There was a nasty hidden in his hair like an incest bite!

The critters suddenly heard an old lady laughing evilly, then it went deeper like a man! "Oh, so sorry, young man," he mocked in an old lady's voice. "I forgot about the poison in the comb's teeth, now coursing through your veins." Then he yelled louder. "Your friends won't be able to help him now, you little mutt!" Then, with his wand, he vanished.

Spike was shocked! How did he know he was there?! He'd never seen him, but now's not the time for questions, panicking, nor losing hope! He felt his pulse. It was still moving! He wasn't dead, but the poison was slowly taking over him. "We've got to get help!" shouted Spike. Pip was on it! He climbed on the shelf with his claws and jumped on the knob, unlocking it, turning it, and with his might kept pulling the door until it was ajar! "Thanks," said the dog as he squeezed through it. "I'll get help!" he called through the door. "Keep an eye on Once-ler!" The dog than ran away through the forest.

Pip jumped down and closed the door. Then he crawled up again and jumped on the knob, but this time locking it in case. With all his might, he pushed the chair above the knob in case he comes back. After jumping down, he stood by Once-ler's side. He was heartbroken to see his prince friend in a coma-like state. He hoped he wouldn't lose him. He climbed up the wall and kept an eye out at the window keeping it closed.

* * *

Minutes later, the girls were following Spike as they ran through the woods after he told them everything! Inside, Pipsqueak was relieved when he saw the girls and Spike. Twilight used her telekinesis to unlock the door. When the girls busted in, they found the prince once again unconscious on the ground. This time, they found him feverishly red in the face with beads of sweat.

"Is he-?" asked Rainbow, assuming the worst.

Sunset felt his pulse. It was still moving! "He's still alive."

Rarity noticed the comb and used her diamond shield to make another dome for it just like the belt.

Fluttershy inspected his head for the nasty wound in his scalp. "I noticed that bite. It's like a black widow. I've treated animals that'd been bitten by them." She took her bag she was carrying and pulled out a beaker and a syringe. "This must be the biggest black widow ever." She pulled the cork off the beaker, filled the syringe with the mixed ingredients inside and injected it into his arm.

"We better take him upstairs," said Applejack.

Carefully, they hoisted him up by the arms, legs and head, and carried him up the stairs and into the bedroom.

* * *

It was now after sunset and he was tuck in Fluttershy's bed with two more pillows to elevate his head. She placed a damp cloth on his forehead to sooth the fever. Spike was laying at the edge of the bed while Pipsqueak was lying next Once-ler, both hoping he would survive. Downstairs, the other girls were waiting on the news of their princely friend.

"I really hope Once-ler will be okay," said Rarity with concern.

"That scumbag Charming!" Rainbow Dash cried with an outraged pound on the table with her fist. "He tried to kill him _again_!"

"And he made his 'gift' come to him this time," said Pinkie Pie.

"I don't know how, but since he found out he's still alive," said Twilight Sparkle. "One of us must watch over him this time with Spike."

"But he's fully grown and a prince on top of that!" interjected Rainbow. "He's got to learn to keep a watchful eye and learn to protect himself."

"But we don't know what Charming's capable of," said Twilight getting angry. "I say one of us must watch over him!"

"Well, do you have any other suggestions, smarty pants?!"

"Well excuse me if I'm just worried about him!"

"And you think I'm not?!"

"Enough, both of you!" shouted Sunset Shimmer. "Listen, we're all worried about him, but arguing's not going to help him in the state he's in."

"Sunset's right," said Applejack. "We should be lucky Spike was able to warn us before any more damage was done to him."

Now both girls felt bad. "I'm sorry, Twilight," said Rainbow in shame.

"I'm sorry, too," said Twilight also in shame.

"Right now," said Rarity. "All we can do is hope he'll be alright."

A few minutes later, Fluttershy frantically came down the stairs with a huge smile on her face. "Once-ler's coming along! He's waking up, but I'll still be with him just in case." And she ran back upstairs. The girls cheered at the news.

"We should make a surprise dinner and dessert for him!" jumped Pinkie Pie ecstatically.

"That's a good idea," said Rarity. "Especially after what he's been through."


	9. A Love Song and a New Evil Plan

The prince's eyes slowly opened. His vision slowly cleared and before him was the yellow girl staring worryingly at him. "F-Fluttershy?" he whispered weakly.

She suddenly smiled at him. "Oh, thank heavens." He could see her jump off the bed and went downstairs. He couldn't hear what she said but he could hear the other girls cheering. Next Pipsqueak beamed and hugged his chest and he hugged him back in return.

"Once-ler!" Spiked said with joy while Fluttershy came back. "You're alright. You _are_ alright, are you?"

"Aside from this headache," he groaned as he rubbed his temple. "I think I should be okay."

"That would be from the comb," said Fluttershy. "Spike went to get help and explained everything."

"Comb?" Then it was coming back to him. "The lady that tried to sell the comb-"

"It somehow crawled in the house and hit your scalp," said Spike.

The prince felt his head and felt a scab. "That's what it was? It felt like it bit me."

"It had the same poison in the teeth like a black widow spider," informed the girl. "And the biggest one ever. I've injected antivenom when we got here."

"It stinks of Charming," Spike growled.

"How does he keep finding out I'm still alive?" Once-ler asked in disbelief.

"We don't know," said Fluttershy. "But we hope he believes you're dead for good this time."

"Thank you, Fluttershy," he said gratefully and then hugged the critters. "And thank you, Spike and Pip."

Suddenly, there was an explosion sound downstairs followed by screams which made the others jump! The girls, the prince, and the two critters jumped out of bed and ran downstairs. Thankfully each of the girls were in one piece, but they were covered cupcake pieces all over them and one parts of the walls. The dinner on the table was however unscathed.

"What happened?!" shouted the prince in concern. The girls look up, and instead of answering, they ran and hugged him.

"Once-ler, you're really alright!" Twilight said with glee.

"We were so worried," said Sunset.

"I'm glad I am thanks to you girls," said the prince. "But did a bomb go off?"

"No bomb," said Applejack.

"But it was supposed to be a surprise when you come down," frowned Pinkie. "But I was making dessert," she smiled and grabbed a jar. "Come outside." They all followed her outside the cottage in the dark night. "I was about to add sprinkles to the cupcakes when all of a sudden." She took a little handful in the jar. "They glowed pink and exploded!"

She tossed the sprinkles in the air and they indeed glowed pink. In midair, boom! The exploded and sparkled like a firework, which the prince gazed in shock and awe! "Just like that only earlier!"

"I think you've found your new ability," laughed Once-ler. "Dynamite sprinkles." Pinkie Pie laughed until she snorted.

* * *

After their supper, Once-ler, the girls now in their nightgowns, Spike, and Pipsqueak were resting by the fireplace.

"Thanks for the dinner, girls," thanked the prince. "You all did splendid."

"Of course, my tossed salad really did the trick," boasted Rarity.

"No, it didn't," interrupted Rainbow. "It was my pot roast that was the center," she boasted.

"It was my salad, and you know it," Rarity said getting annoyed.

"No, it was my roast," Rainbow bragged.

"You're both wrong!" interjected Pinkie Pie. "It was my cupcakes. It's always dessert everyone can wait to get to."

"Girls, girls," interrupted Once-ler trying to calm the tension. "I said you _all_ did wonderful."

Sunset was in thought until she spoke up. "Once-ler, this girl that spared your life: is she your girlfriend?"

"No, she a friend of mine," said the prince. "We've been friends for years." Then he began to blush. "But there is one girl I...have feelings for."

The girls immediately perked up and 'ooohed' at the news.

"Who's the lucky girl?" Spiked winked.

Once-ler got up and took out a paper and pencil from the shelf and began to draw. After a few minutes, he presented a drawing of a young lady in her yellow gown, peach skin and brown eyes behind her glasses that matched her curly hair "Her name's Norma. Princess Norma of Greenovan."

The girls and the critters were in awe of the drawing of the wonderful lady. "She must be really special to you," said Twilight Sparkle.

He sighed dreamily. "Oh, she's sweet, spunky and kind. We've known each other since high school."

"Love at first sight," sighed Rarity. "How absolutely dreamy."

"Oh, barf," gagged Rainbow Dash. "This isn't going to get mushy, is it?"

"What's wrong with a little romance?" asked Twilight.

"You, sugar cube, have eyes on Soarin," taunted Applejack.

Her eyes widened and she deeply blushed. "Well-I, uh-I-" The girls just giggled. "And thank you for proving my point," Applejack smiled smugly.

"Does she know you like her?" asked Sunset.

His smile shrank. "I don't know how she'll react if I tell her how I feel about her, so no."

"You'll never know unless you tell her," encouraged Fluttershy.

He got up again and took out a lute from the shelf and sat down again tuning it up. "There is a song I've thought of in my head about her." He strung once and began to sing.

_If you are near me_

_Here's what I want to say_

The girls were in awe at his singing voice.

_One song_

_I have but one song_

_One song_

_Only for you_

The girls listened dreamily at his voice.

_One song_

_Tenderly beating_

_Ever entreating_

_constant and true_

The girls knew it was straight from the heart

_One love_

_That has possessed me_

_One love_

_thrilling me through_

Even Pipsqueak and Spike were entranced by his voice.

_One song_

_My heart keeps singing_

_Of one love_

_Only for you_

He strummed a note higher and sang again

_One song_

The girls began to join in and vocalized with him

_(Girls) One song_

_I have but one song_

_One song_

_(Girls) One song_

_Only for (All) You_

_One heart_

_Tenderly beating_

_Ever (All) entreating_

_Constant and true_

_(Girls) So true_

_One love_

_(Girls) One love_

_That has possessed me_

_One love_

_(Girls) One love_

_Thrilling me through_

_One song_

_(Girls) One song_

_My heart (All) keep singing_

_Of one love_

_(Girls) One love_

_Only for you_

_(Girls) Only for you._

The girls sighed as they finished. "You have a beautiful singing voice," said Sunset spellbound.

"Thank you, and so do you girls," he complimented. "As do you."

* * *

Meanwhile at the palace at night, Charming snuck in the dungeon at the chained princess. Merida looked like she was broken, but deep down she still hoped he never found Once-ler. Charming had a sick look of satisfaction on his face.

"Well, your highness," he sneered. "It seemed he survived my cursed belt, despite my clever disguise as a boy." Those words were like poison to him but like candy to her. " It was designed to squeeze the life out of him, but one of those pesky equestria girls was able to break it." Then he smiled again. "However, I disguised myself as an old lady and gave him a poison comb." He was basking in the look of horror on her face. "The poison in the teeth is sure to kill him slowly. He's probably dead by now."

She only shook her head. She hoped, nay, prayed that it wasn't true. "And the mirror will once again say that I'm the fairest in the land." Then he made a mocking cry. "But the news of my dear son devoured by wolves in the forest will sure break my dear wife's heart." And he made his way out. Despite the chains, she really wanted to strangle him with her bare hands, but what good will it do if it means Once-ler's dead by now. However, she didn't want to lose hope. If the girls helped him the first time, maybe they will again

He made the staircase, quietly got out the door in the floor and made his was in the bedroom. He made his way in the secret chamber with a little mirror in his hand, stepped into his magic mirror again. "Mirror, mirror on the wall, now who in the land is fairest of all?"

The pink face appeared once again. "Despite your efforts, noble king, you're sill not the fairest to be seen." His smile instantly went away. "What?" he asked dumbfounded. The mirror continued. "Even your jaded eye must see," The she morphed into the images of the girls and Once-ler tucking themselves in beds. Pipsqueak snuggled his chest as he hugged him back. "That Once-ler's still fairer far than thee," the mirror boasted.

He couldn't believe it! He was still alive and well! "He still lives?!" he raged. In a furry, he threw the tiny mirror in his hand against a wall, shattering it to pieces. "Those wretched equestria girls keep getting in the way!" He paced in the room trying to think up his ultimate scheme. "Think, Charming," he told himself. "I certainly don't want to be known that once the fairest in the land was out-staged by that scrawny, pale, wimpy, apple-chomping-" He stopped and suddenly smiled. "I'll be right back," he told his mirror as we went upstairs. Two minute later, he came back down hiding something behind his back, lit the cauldron and took a Poisons book again. He examined a section of poison food and found one on apples.

"You plan to poison him again?" asked the mirror.

"No," said the king. "I plan to poison him tenfold." He added chemicals from beakers into the cauldron, but added past the right amount until it boiled. Smoke puffing out shaped like skulls. "Death within your depths I see, for one who dares to rival me." He added the last chemical until smoke puffed out and nearly surrounded the room. "My latest gifts were ones he was able to try, but what if it's something he truly can't resist." From behind his back he pulled out a basket of apples. "A poisoned apple." He picked up one golden one, tied a string on the stem and slowly dipped the apple halfway in the concoction. "Dip the apple in the brew. Let the killer death seep through." The brew slowly coated the apple by itself until it was gone. He lifted the apple and it was no longer gold. It was now black as night while the remaining brew was dripping and the top of it turned into a skull. "On the skin. The symbol of what lies within. Now turn into a red beautiful sight." The brew slowly disappeared until there was no trace of it and the apple turned rose red. "To tempt Once-ler to make him hunger for a bite."

"Charming," warned the mirror. "Does 'fool me once, shame on you. Fool me twice, shame on me' ring a bell? Do you really think Once-ler will anything a stranger offers to him, or accept anything from stranger in the third time?"

He gave a wicked smile. "Who said it would be a stranger?"


	10. The Poisoned Apple

It was almost noon when Once-ler, Pipsqueak and Spike were alone in the house. Again, he was warned not to let anyone in the house, lock the doors, and lock and blind the windows. He covered the chimney with one of the bed sheets just in case. The dog and the cub were helping the prince get ingredients to make a gooseberry pie.

Outside, a regal middle-aged woman with brunette hair with curls twisted into an afro with a regal diamond crown. She also wore glasses and an elegant purple dress. She was walking in the woods carrying a basket of green, red, and golden apples. She spotted the cottage the prince was in and walked to it, hoping she can rest there. She stopped at the door and spritzed perfume on her neck.

Inside, Once-ler placed the crust on top of the pie when he and the critters heard knocking on the door. They knew it could be Charming once again. Quietly, Once-ler was about to place a chair under the knob when the voice behind the door was one he would recognize. "Hello," called a woman with a slightly crackly voice and a small accent. "I'm looking for prince Once-ler of Thneedovilla. I'm his mother, queen Helen."

The prince began to smile. "Mom?" he whispered. Pipsqueak was shaking his head and begged on his knees to him not to open the door. "What if it's Charming again?" whispered Spike in worry. "But that sounds like my mom," he said. "I can't leave her out if it's her." "Spike thought of a plan. "Let's wait and peek out and the window and see if it's her." The woman knocked again. "Hello," she called out again. Then silence.

Seizing the moment, the prince tiptoed to the window to peek through. He could see the woman walking away, carrying a basket and, indeed, he recognized her and opened the window. "Mom!" he called out to her waving. She turned and she was indeed the queen. "Once-ler?" she called out in in happiness. "Is that really you?" He closed the window and went to the door, despite the animals' pleas.

"It _is_ me, mom," he smiled at the door. The queen, with tears of joy in her eyes, sat the basket down, ran to him and the two braced each other in a deep hug. Once-ler suddenly noticed a strange perfume brand she was wearing. It wasn't any he recognized, but somehow, he felt that it was her otherwise. "It's good to see you again," said the prince in content. "And you're early, too."

Helen wiped the tears from her eyes. "I'm so glad to see you alive," she cried. "I've got the news that you were missing. The whole kingdom's been searching you. I'm so glad Charming didn't do anything to you yet."

The prince was surprised to find out that she somehow knew what Charming was doing. "You know?"

"Princess Merida explained everything when I got home." Tears ran down again. "Oh, she'll be so happy to see you alive."

He guided her inside the house. "What an adorable and cozy home," she said admiring the scenery and put the basket on the table. She sat on one of the chairs he offered her. "Thank you." She noticed the pie on the table. "Baking a pie, I see?"

"Yeah, a gooseberry pie for my friends," he smiled.

"Oh, you, of all people, should know," she winked scooting the basket closer to her. "That it's apple pie that makes one's mouth water. You wouldn't believe the ones I've found in the forest."

While this was happening, Spike took one whiff of the perfume and knew the cosmetic concoction was trouble. The queen underestimated the nose of a dog. He growled, baring his teeth and began barking angrily at the her, which scared her and took the prince by surprise. "Spike!" Once-ler shouted. "Easy."

"Something's not right about your 'mom'," he warned, air-quoting the word 'mom.' The queen was shocked. "He talks?!" she asked flabbergasted. "Yes," replied Spike glaring at her. "This is my mom," Once-ler said. "You can trust her."

Spike was now getting worried. He thought and thought and thought of a plan. He signaled 'come here' to the cub and the cub got down the counter. The he whispered his idea.

The mother and son soon got back to their conversation. "Sorry about that," informed Once-ler. "He's not usually like that." "Oh, don't worry about it," said the queen. "Now, as I was saying, the apple I've found are no ordinary apples."

"What kind are they," asked the prince.

Before she could answer, the queen screamed, her elbow accidentally knocking the basket behind her, spilling the apples! The green dog was biting her ankles, not letting go! The prince was shocked and got up to stop him! "Spike, stop it!" he shouted angrily at him! He managed to get his jaws off Helen's ankles.

"What's gotten into you?" frowned the prince holding the dog up facing him. "I'm telling you," warned the dog. "Something's very off about her."

He now lost his patience! "Spike, enough," he spat. He opened the door and placed him on the ground. "I'm afraid I'll need to speak with my mother alone." And just like that, he shut the door at him.

Spike was taken back by the prince's new attitude. It was like he doesn't trust him anymore. Then it hit him: the perfume! It must be controlling him. That's why it smelt wrong!

Inside, Once-ler took a bandage on the shelf and wrapped it around her almost bleeding ankle. "I am _so_ sorry about that," he said, feeling embarrassed. "He's never like that to strangers."

"Please, don't worry about it," assured the queen. "He's probably assumed I was a threat to you." "We'll he'll warm up to you, I hope." said the prince. When it was done, she looked behind her. "I hope the apples didn't bruise." She noticed the apples were back in the basket instead of scattered everywhere. She checked the bright red and was relieved to find it still in one piece.

"Funny," giggled Helen. "I thought the apples would still be scattered everywhere, but they're back in the basket again."

"That must've been Pipsqueak, a bear cub I found in the forest." Once-ler smiled. "At least he's warmed up to you." He looks to find him and thank him, but he was nowhere in sight. "He must be shy."

Outside, Spike was waiting, and he saw Pipsqueak jump out the bedroom window onto a tree branch. He swung from one to another climbed down and ran to him taking the magic wand out of his mouth. "Alright, Pipsqueak," he smiled. "You distract them inside while I get help." He took the wand in his mouth and ran off while the cub climbed the same tree to get back inside.

Spike went into a stream at the edge of the forest and jumped. However, he didn't down. As he jumped in, the steam glowed. He was sucked down, instead, into strange swirling, flashing vortex of colors. When he was at the other side of the stream, he was in the girls' colorful land of Equestria. The people had horns on their heads, or wings on their backs, or both, just like the girls. Spike ran to get help.

* * *

"They're really wishing apples?" Once-ler asked with awe.

"Yes, they are," grinned Helen. "I was in the middle of the dark forest to find you. I was on the verge of giving up hope when my tears fell on the ground, the tree slowly grew in front of me just like that. A mysterious voice from the tree said the seeds feed on the tears of the wishful. It then bore sweet apples for one worthy of a wishing apple. I just had to make a wish, without saying it out loud, and took a bite of the apple. Next thing I knew, I wound up in a new forest and here I am." She then held his hands on the table. "And seeing you safe and alive, the apple granted my wish."

The prince was amazed at the story. "I can't believe it: wishing apples."

Suddenly, they heard squeaking at the bottom of the table. It was Pipsqueak. The prince picked him up. "Mom, this is Pipsqueak," he introduced to his mom. "He's a cub I've found in the forest."

The cub got off his arms and bowed before the queen. Helen giggled. "Hello there, little cutie."

* * *

Back at Equestria, Spike made a long run to the library Twilight Sparkle was working at and was thinking of a way to get in since dogs weren't allowed. Spotting a woman with a poofy dress, he ran underneath it as they both went inside. He peeked and spotted the door to the counter. Thankfully it was spaced underneath it, so he crawled under it. He ran into another room where Twilight was sorting the books. She felt a tug on her dress and looked. "Spike?" she asked confused.

"It's Once-ler!" he warned in alert. "He's in danger! We have to warn the others!"

* * *

Pipsqueak danced and dick back flip tricks for the queen before bowing to her. "He certainly went from shy to outgoing," laughed the queen.

"See?" asked Once-ler. "He'll warm up to you eventually."

"Now, about the wishing apples," she said removing the cloth off the basket. "I've picked a few apples, and when I found this nice, beautiful red one, it made me think of you. Beautiful, is it?"

She picked up the apple and presented it to him. He'd never seen an apple this red before. It would make a red rose look bleached and it had such a shine that would make a diamond look rusty. It's as if it was beckoning him. "Yeah," he answered mesmerized. "It really is."

"I knew you'd like it," she smiled. "If you have any wish at all, all you have to do is make one, but don't say it out loud, and take a bite."

Seeing he was about to take the apple, Pipsqueak had to act fast! He jumped off the table and took a fife in the shelf and started playing like crazy! He knew he was bad at it, but he didn't care! It was his duty to distract them to protect Once-ler!

"What is he doing now?" asked the queen trying to hide her annoyance with a little laugh.

"Pip," the prince said getting up, picking the cub up despite his pleas, and placing him outside. "I'm glad you've warmed up to my mom, but we're having a little busy chat." Ignoring the pleas, he shut the door. Thankfully for Pip, the window to the bedroom was still open and unlocked.

* * *

In Equestria, Fluttershy, Rainbow Dash, and Twilight Sparkle were using their wings to fly over the bustling city while carry the other four girls and Spike

"And the perfume the queen's wearing is controlling his mind?!" shouted Rainbow Dash.

"Yeah!" shouted Spike. "It's like he won't listen to me anymore. That's how I knew it smelt wrong!"

"What about Pipsqueak?" asked Fluttershy.

"He's distracting her! Let's hope he'll keep up!"

* * *

"There must be something your little heart desire," Helen said smoothly at her son who was now holding the apple. "Perhaps there's someone you love."

"Well," he blushed. "There is someone."

"I thought so," she grinned and giggle. "I thought so. It's Norma, isn't it? You've always had eyes on her. You have a wish for her?"

"Sort of," he said. He was going to wish Charming exposed, but know that she knows, there's no need. He began to think of his wish when he finally thought of it. _I wish_, he thought. _That I would have the courage to tell Norma my feeling for her and we would be together forever through thick and thin._

"Now, go on and have a bite," said the queen.

Before he could open his mouth, they heard something coming down the stairs. There was Pipsqueak again, wearing a pillow sheet as a skirt and doing a little luau dance.

"He sure loves to entertain," she laughed, but deep down she was getting impatient.

"How did you get in he-?" the prince was about to ask, but he noticed the pillow sheets and knew he came from the bedroom. He removed the sheet, and took Pipsqueak outside once again, completely ignoring his begging pleas again. "Pipsqueak, there's a time and a place," he informed, sounding a little annoyed. "I'll let you in when we're finish talking." He shut the door once again. "I'll be right back," he told his mom. He went upstairs, into the bedroom, and locked the window. As he was walking out, the cub tried to open the window, but he found it locked. He climbed down the tree again, ran to the side of the house, climbed on the wall to open the window to the kitchen, but it too was locked! What was he to do?! Then he remembered the chimney, and it wasn't lit!

* * *

The girls and the dog were at last out of the city! As soon as saw the stream Spike came out of, Twilight, Fluttershy, and Rainbow, dropped the other four girls and Spike into it. Then the remaining three girls dived right into it!

* * *

"Don't let the wish grow cold," warned Helen.

Finally, he opened his mouth and took a bite of the apple. It had a very sweet taste of a thousand apples in one as he savored it! However, he suddenly felt strange. He began to feel weak and he lost his balance until he was now on his knees, dropping the apple! "What-" He tried to speak, but he was getting weaker. "What was in that apple?" he asked looking up at her. She, however, didn't looked alarmed let alone phased! All she did was smile and watch him slowly being drained of life! He was now too weak to speak, let alone scream! _What are you doing, mom?!_ he screamed in his head with panic in his eyes! _Please, help me!_ Then, he closed his eyes and dropped to the ground!

The queen smiled and held his wrist for a pulse. There was nothing! "Finally," she said. "Dead, and dead for good!" She laughed as the sky began to thunder and flash with lightning and the rain poured down! "Now _I'll_ be fairest in the land!" Suddenly, something dropped in the chimney and rolled in the sheets. Crawling out of the sheets was Pipsqueak. He looked at the prince and was in shock sawing him lying on the ground with no motion at all!

"It's too late for your friend, you little runt," sneered Helen. She went to the basket but then there was a worried look on her face. "My wand!" she panicked. She's powerless without it! "Where's my wand?!" She turned the basket upside down, spilling the apples, but there was no wand! She turned and glared with fury at Pip. "You."

* * *

The girls and the dog got out of the lake until it stopped glowing and ran through the forest in the rain! Oh, how they hoped they weren't too late!

* * *

She took a crossbow from the shelf and walked toward the cub. He tried to run, but the queen was quicker and caught him by the back of his neck. She aimed the arrow in the crossbow right to his waist. "Tell me where my wand is," she threatened. "Or you'll be my new rug." Pip was stiff with fear!

* * *

As they were getting close to their cottage, Twilight used her telekinesis to unlock the door, and Rainbow Dash braced her shoulder! What they didn't noticed that her feet began to glow, and she suddenly began to zip past the, faster than the rest. Not in control of the speed, she busted in too hard, causing her to crash the table. The queen was taken back by the sound and seizing the moment, Pip bit her arm, causing her to scream and drop both him and the crossbow, causing the arrow to release and, luckily, aimed at the wall!

She looked at the cub and tried to get at him! "You little-" Next thing she knew, she was stopped by a sword throw at her track! Then she saw the blue girl staring daggers at her! "Where's Once-ler?"

The queen pulled a dagger out of her cleavage and was about to run at her when a blast of light and sprinkles exploded at her and she fell back on the ground! Sunset Shimmer was the first to enter! "What have you done to Once-ler?!" she shouted. As soon as she grabbed Helen's arm, Sunset's eyes began to glow white and she began to see something else like a vision!

* * *

_"Who said it would be a stranger?" said Charming holding the poison apple. "What if the apple was given by-" He suddenly began to change into queen Helen. "His very own mother?" He even sounded like her._

* * *

_the disguised king poured a strange concoction in a perfume bottle and sealed the lid. "With my mother's special hypnosis perfume," he said holding the bottle of it. "He'll trust me and only me."_

* * *

_"Killing him will be one thing," he said adding the apple on top of the pile in the basket. "But the look of hurt and betrayal on his face when he realizes his dear mommy poisoned him with an apple will be the icing on the cake."_

* * *

Sunset eyes stopped glowing and restored again. "You're Charming," she said with venom. The 'queen' could sense the wand's presence.' And 'she smiled wickedly. "Why, thank you," said Charming in his original voice.

When the rest of the girls and Spike got in and stopped in their tracks! The 'queen' was holding a dagger to Sunset's throat. "Hand over the wand," he warned as he changed back to his original form. "Or your friend will get more than a haircut."

Rainbow Dash got up, took her sword, and was about to stick it to his neck when he stuck the dagger closer to her neck, making Sunset shut her eyes, bracing for the slice! "Ah, ah, ah," he warned.

"Rainbow, don't!" shouted Applejack.

Spike slowly came forward with the wand in her mouth and placed it to his feet. Removing the dagger, he shoved Sunset in front of them with her landing in Twilight's arms and picked up the wand. "You've managed to save one of your friends," he glared. "But it's too late for your precious prince, thanks to my poison apple!" He pointed at Once-ler's lifeless body and the half-bitten apple!

The girls and animals were stunned at his lifeless body! Rainbow was red with fury. "You monster!" She screamed at the top of her lungs and swung her sword! However, he used his wand to make him vanish and Rainbow's sword landed on the side of a wall! Then she and the other girls knelt towards him.

Sunset searched for a pulse, but his wrist was still, and his skin was ice cold. She tried to hear his heart, but it was silent. Tears began to well up in her eyes.

"Girls," she said. They knew the tears welling up in her eyes. They couldn't believe it. They didn't want to believe it. "He's...he's really gone."

"Please," begged Applejack. "Tell me you're lying, sugar cube." Sunset closed her eyes, tears spilling, and only slowly shook her head as she began to cry.

The girls looked at the prince, tears ran down their eyes.

"Once-ler," Twilight whispered. "No." Then she laid her head on his chest and cried.

"Oh, darling." Rarity cried, mascara seeping down in her tears.

"Buddy," Pinkie Pie wept, her puffy pink hair suddenly deflating until it was straight.

Applejack held her hat to her heart. "Oh, partner," she sobbed.

"Our dear friend," cried Fluttershy.

"Once-ler, please!" Rainbow Dash shouted as the tears ran down. "Come back to us," she whispered. "Please." And she was sobbing as well.

Pipsqueak and Spike couldn't believe it. There was his dear friend really dead. Pip hugged the prince's head and cried with the girls, and Spike's tears ran down his face and he howled mournfully. The thunder and lightning stopped and only the rain poured, as if the heavens were in tears for the prince.

* * *

At the palace, Charming was at his magic mirror again. "Mirror, mirror on the wall," he said. "_Now_ who in the land is fairest of all?"

"You, my king, with your charms so grand," replied the pink face. "Are, indeed, the fairest in the land."

Charming wasn't so sure after so many close calls for his stepson. "Now, mirror," he warned. "Are you sure he's dead? Did the girls found any cure?"

"No cracks means the truth, as I've said before," she informed. "For your stepson, the prince, breathes no more." She morphed into and image of the girls crying around the now dead Once-ler. "Once-ler's life is now at last done," she said morphing into her face again. "When it comes to being the fairest, you, once again, are number one."

"Music to my ears," said Charming with sick content. He then began to yawn. "Now, if you need me," he stretched. "I'm overdue for my long-needed beauty rest, but first, Merida will love the news." The pink face disappeared. He got out the room, went into the secret staircase, and back at the dungeon.

"Oh, princess," he sang. Merida only slowly looked up at him with hate in her eyes. "I'll be happy to inform you that your friend, Once-ler, is at last dead."

No, she thought shaking her head and tears welling up. "It's true, princess, and it was easy," he smiled. "I disguised myself as his mother, my dear queen, with a spritz of my hypnotism perfume so he'll believe me and only me, and with one bite of my poisoned apple, he dropped dead!" He laughed. She only stood there, stunned, with tears running down her face.

"And the best thing is, no one will find out, bring him back to life, or do anything about it." Then he pointed at her. "Including you." He knees were sinking the words were slowly eating her up. She now lost all hope of seeing her dear friend again, much to the delight of the murderous king. "If you need me, princess, I'll be having my long-needed beauty rest." He walked out, leaving the princess silently weeping and sobbing.


End file.
